Document And Entity Information
Document And Entity Information - USD ($) | 11 Months Ended | ||
Dec. 31, 2022 | Aug. 18, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | FEUTUNE LIGHT ACQUISITION CORPORATION | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 7,986,118 | ||
Entity Public Float | $ 97,359,000 | ||
Amendment Flag | true | ||
Amendment Description | Feutune Light Acquisition Corporation, a Delaware corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend its Annual Report on Form 10-K as of December 31, 2022 and for the period from January 19, 2022 (inception) through December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2023 (the “Original Form 10-K”). | ||
Entity Central Index Key | 0001912582 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41394 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-4620515 | ||
Entity Address, Address Line One | 48 Bridge Street | ||
Entity Address, Address Line Two | Building A | ||
Entity Address, City or Town | Metuchen | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 08840 | ||
City Area Code | 909 | ||
Local Phone Number | 909-214-2482 | ||
Entity Interactive Data Current | Yes | ||
Auditor Location | United States | ||
Auditor Name | Friedman LLP | ||
Auditor Firm ID | 206 | ||
Units, each consisting of one share of Class A Common Stock, one Warrant and one Right | |||
Document Information Line Items | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, one Warrant and one Right | ||
Security Exchange Name | NASDAQ | ||
No Trading Symbol Flag | true | ||
Class A Common Stock, par value $0.0001 per share | |||
Document Information Line Items | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
No Trading Symbol Flag | true | ||
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 | |||
Document Information Line Items | |||
Title of 12(b) Security | Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 | ||
Security Exchange Name | NASDAQ | ||
No Trading Symbol Flag | true | ||
Rights, each right exchangeable for one-tenth (1/10) of one share of Class A Common Stock at the closing of a business combination | |||
Document Information Line Items | |||
Title of 12(b) Security | Rights, each right exchangeable for one-tenth (1/10) of one share of Class A Common Stock at the closing of a business combination | ||
Security Exchange Name | NASDAQ | ||
No Trading Symbol Flag | true |
Balance Sheet
Balance Sheet | Dec. 31, 2022 USD ($) |
Assets | |
Cash | $ 546,632 |
Prepaid expenses | 168,491 |
Total current assets | 715,123 |
Investments held in Trust Account | 100,525,498 |
Total Assets | 101,240,621 |
Current liabilities: | |
Accrued expenses | 91,776 |
Franchise tax payable | 56,918 |
Income taxes payable | 396,253 |
Total Current Liabilities | 544,947 |
Deferred underwriters’ discount | 3,421,250 |
Total Liabilities | 3,966,197 |
Commitments and Contingencies | |
Class A common stock subject to possible redemption, 9,775,000 shares at conversion value of $10.24 per share | 100,072,326 |
Stockholders’ Deficit: | |
Preferred stock, $0.0001 par value, 500,000 shares authorized, none issued and outstanding | |
Class A common stock, $0.0001 par value, 25,000,000 shares authorized, 558,875 issued and outstanding (excluding 9,775,000 shares subject to possible redemption) | 56 |
Class B common stock, $0.0001 par value, 4,500,000 shares authorized, 2,443,750 shares issued and outstanding | 244 |
Additional paid-in capital | |
Accumulated deficit | (2,798,202) |
Total Stockholders’ Deficit | (2,797,902) |
Total Liabilities, Temporary Equity and Stockholders’ Deficit | $ 101,240,621 |
Balance Sheet (Parentheticals)
Balance Sheet (Parentheticals) | Dec. 31, 2022 $ / shares shares |
Conversion value, per share (in Dollars per share) | $ / shares | $ 10.25 |
Common stock subject to possible redemption, shares | 9,775,000 |
Preferred stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 500,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Class A Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 25,000,000 |
Common stock, shares issued | 558,875 |
Common stock, shares outstanding | 558,875 |
Class B Common Stock | |
Common stock par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 4,500,000 |
Common stock, shares issued | 2,443,750 |
Common stock, shares outstanding | 2,443,750 |
Statement of Income
Statement of Income | 11 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Formation and operating costs | $ 451,461 |
Franchise tax expenses | 56,918 |
Loss from Operations | (508,379) |
Other income | |
Interest earned on investments held in Trust Account | 1,309,248 |
Income before income taxes | 800,869 |
Income taxes | 396,253 |
Net Income | $ 404,616 |
Basic and diluted weighted average shares outstanding (in Shares) | shares | 2,614,542 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ (1.25) |
Common Stock Subject to Possible Redemption [Member] | |
Other income | |
Basic and diluted weighted average shares outstanding (in Shares) | shares | 5,452,529 |
Basic and diluted net income per share (in Dollars per share) | $ / shares | $ 0.67 |
Statement of Income (Parentheti
Statement of Income (Parentheticals) | 11 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Diluted weighted average shares outstanding, | shares | 2,614,542 |
Diluted net income per share | $ / shares | $ (1.25) |
Common Stock Subject to Possible Redemption [Member] | |
Diluted weighted average shares outstanding, | shares | 5,452,529 |
Diluted net income per share | $ / shares | $ 0.67 |
Statement of Changes in Stockho
Statement of Changes in Stockholders’ Deficit - 11 months ended Dec. 31, 2022 - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Jan. 18, 2022 | |||||
Balance (in Shares) at Jan. 18, 2022 | |||||
Founder shares issued to initial stockholders | $ 244 | 24,756 | 25,000 | ||
Founder shares issued to initial stockholders (in Shares) | 2,443,750 | ||||
Sale of public units through public offering | $ 978 | 97,749,022 | 97,750,000 | ||
Sale of public units through public offering (in Shares) | 9,775,000 | ||||
Sale of private placement shares | $ 50 | 4,988,700 | 4,988,750 | ||
Sale of private placement shares (in Shares) | 498,875 | ||||
Issuance of representative shares | $ 6 | 72,169 | 72,175 | ||
Issuance of representative shares (in Shares) | 60,000 | ||||
Offering costs | (5,966,117) | (5,966,117) | |||
Reclassification of common stock subject to redemption | $ (978) | (95,422,572) | (95,423,550) | ||
Reclassification of common stock subject to redemption (in Shares) | (9,775,000) | ||||
Allocation of offering costs to common stock subject to redemption | 5,824,123 | 5,824,123 | |||
Accretion of carrying value to redemption value | $ (7,270,081) | (3,202,818) | (10,472,899) | ||
Net Income | 404,616 | 404,616 | |||
Balance at Dec. 31, 2022 | $ 56 | $ 244 | $ (2,798,202) | $ (2,797,902) | |
Balance (in Shares) at Dec. 31, 2022 | 558,875 | 2,443,750 |
Statement of Cash Flows
Statement of Cash Flows | 11 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash Flows from Operating Activities: | |
Net Income | $ 404,616 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on investments held in Trust Account | (1,309,248) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (168,491) |
Accrued expenses | 91,776 |
Franchise tax payable | 56,918 |
Income taxes payable | 396,253 |
Net Cash Used in Operating Activities | (528,176) |
Cash Flows from Investing Activities: | |
Purchase of investments held in Trust Account | (99,216,250) |
Net cash used in investing activities | (99,216,250) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of founder shares | 25,000 |
Proceeds from issuance of promissory note to related party | 280,000 |
Payment of promissory note to related party | (280,000) |
Proceed from public offering | 97,750,000 |
Proceed from private placement | 4,988,750 |
Payment of underwriter discount | (1,955,000) |
Payment of deferred offering costs | (517,692) |
Net Cash Provided by Financing Activities | 100,291,058 |
Net Change in Cash | 546,632 |
Cash, Beginning of Period | |
Cash, End of Period | 546,632 |
Supplemental Cash Flow Information | |
Cash paid for income taxes | |
Cash paid for interest | |
Non-cash Financing Activities: | |
Deferred underwriters’ marketing fees | 3,421,250 |
Issuance of representative shares | 72,175 |
Change in value of common stock subject to redemption | 95,423,550 |
Allocation of offering costs to common stock subject to redemption | 5,824,123 |
Accretion of carrying value to redemption value | $ 10,472,899 |
Organization and Business Opera
Organization and Business Operation | 11 Months Ended |
Dec. 31, 2022 | |
Organization and Business Operation [Abstract] | |
Organization and Business Operation | Note 1 — Organization and Business Operation Feutune Light Acquisition Corporation (the “Company”) is a newly organized blank check company incorporated as a Delaware company on January 19, 2022. The Company was formed for the purpose of entering into a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is actively searching and identifying suitable business combination target. The Company is not limited to a particular industry or geographic region for purposes of consummating an initial business combination. The Company will not undertake its initial business combination with any company being based in or having the majority of the company’s operations in China (including Hong Kong and Macau). The Company has selected December 31 as its fiscal year end. As of December 31, 2022, the Company had not commenced any operations. For the period from January 19, 2022 (inception) through December 31, 2022, the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering (“IPO”). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s IPO became effective on June 15, 2022. On June 21, 2022, the Company consummated the IPO of 9,775,000 units (including 1,275,000 units issued upon the full exercise of the over-allotment option, the “Public Units”). Each Public Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Public Shares”), and one redeemable warrant (the “Warrant”) and one right (the “Right”) to receive one-tenth (1/10) of one share of Class A common stock (the “Class A Common Stock”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Public Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $97,750,000. Substantially concurrently with the closing of the IPO, the Company completed the sale in a private placement (the “Private Placement”) of 498,875 units (the “Private Placement Units”) including 478,875 units to the Company’s sponsor, Feutune Light Sponsor LLC (the “Sponsor”) and 20,000 shares to U.S. Tiger Securities, Inc. (“US Tiger”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,988,750. Each Private Placement Unit consists of one share of Class A common stock (the “Private Shares”), one Warrant, and one Right. The Company also issued 60,000 representative shares (the “Representative Shares”) to US Tiger, a representative of the underwriters of the IPO, as part of representative compensation. The Representative Shares are identical to the Public Shares included in the IPO except that the representative has agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, US Tiger agreed (i) to waive its redemption rights with respect to the Representative Shares and Private Shares it owns in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account (as defined below) with respect to the Representative Shares and Private Shares if the Company fails to complete its initial Business Combination within the Combination Period (as defined below). Transaction costs amounted to $5,966,117, consisting of $5,376,250 of underwriting fees and $517,692 of other offering costs and $72,175 fair value of the 60,000 Representative Shares as part of the transaction costs. Following the consummation of the IPO, cash of $1,029,523 were held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account (as defined below)) 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 a controlling interest in the target sufficient for the post-transaction company 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 complete a Business Combination successfully. Following the closing of the IPO, $99,216,250 ($10.15 per Public Unit) from the proceed of the IPO and the proceeds from the sale of the Private Placement Units was held in a U.S.-based trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee. The funds held in the Trust Account invested only in U.S. government treasury bills, bonds or notes with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct U.S. government treasury, so that the Company are not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay the Company’s tax obligation, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (a) the completion of the initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend then current amended and restated Company’s certificate of incorporation (i) to modify the substance or timing of its obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Company’s Public Shares if it does not complete the initial Business Combination within the Combination Period (as defined below) the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (c) the redemption of 100% of the Company’s Public Shares if it is unable to complete the Business Combination within the required time frame, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors which could have higher priority than the claims of the Company’s public stockholders. If the Company anticipate that it may not be able to consummate its initial Business Combination by March 21, 2023 (within nine (9) months from the consummation of the IPO), it may extend the period of time to consummate a Business Combination up to three (3) times by an additional three-month period each time for a total of up to 9 months, affording the Company up to December 21, 2023 (up to eighteen (18) months from the consummation of the IPO) to complete its initial Business Combination. Public stockholders will not be offered the opportunity to vote on or redeem their shares if the Company chooses to make any such paid extension. On March 21, 2023, an aggregate of $977,500 was deposited by the Sponsor into the Trust Account for the public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months from March 21, 2023 to June 21, 2023. Pursuant to the terms of the Company’s amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company acting as trustee, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account for each three-month extension $977,500 ($0.10 per share), on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. If the Company completes its initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account. In addition, such extension funding loans may be convertible into Private Placement Units upon the closing of the Company’s initial Business Combination at $10.00 per unit at the option of the lender. On June 16, 2023, the Company held a special meeting of the stockholders (the “Special Meeting”), where the stockholders of the Company approved the Company to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to allow the Company until June 21, 2023 to consummate an initial Business Combination and may elect to extend the period to consummate an initial Business Combination up to nine times, each by an additional one-month period (each, a “Monthly Extension”), for a total of up to nine months to March 21, 2024, by depositing to the Company’s Trust Account, the lesser of (i) $100,000 for all Public Shares and (ii) $0.04 for each Public Share for each one-month extension. On June 20, 2023, a certificate of amendment to the Charter (the “Charter Amendment”) was filed with the State of Delaware, effective on the same date. On June 20, 2023, $100,000 (the “June Monthly Extension Payment”) was deposited into the Trust Account for the public stockholders, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by one month from June 21, 2023 to July 21, 2023 (the “June Extension”). The June Extension is the first of the up to nine Monthly Extensions permitted under the amended Charter. In connection with the June Monthly Extension Payment, the Company issued an unsecured promissory note of $100,000 (the “Note”) to the Sponsor to evidence the payments made by the Sponsor for the June Monthly Extension Payment. The Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) any enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Note may be accelerated. The payee of the Note, the Sponsor, has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into Private Units of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Private Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. In connection with the votes to approve the Charter Amendment, 4,791,507 shares of Class A Common Stock of the Company were rendered for redemption. On July 20, 2023, an aggregate of $100,000 (the “July Monthly Extension Payment”) was deposited into the Trust Account for the public stockholders, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by one month from July 21, 2023 to August 21, 2023 (the “July Extension”). The July Extension is the second of the up to nine Monthly Extensions permitted under the amended Charter. The July Monthly Extension Payment was deposited by the Company from its working capital account in lieu of a deposit by the Sponsor. Such advancement shall be repaid by the Sponsor or its affiliates or designees to the Company within two months of the deposit, at which time, the Company will issue a promissory note to the Sponsor or its affiliates or designees to evidence the payment for the July Extension. The shares of Class A Common Stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will consummate a Business Combination and, solely 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 the Company is unable to complete the 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s Warrants and Rights, which will expire worthless if the Company fails to complete the Business Combination within the Combination Period. The Sponsor, directors and officers (the “founders”) have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Founder Shares (as defined in Note 5), Private Shares, and any Public Shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period. If the Company submits it initial Business Combination to its stockholders for a vote, the Company will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. In no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect 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 (as defined in Note 2). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources and Going Concern As of December 31, 2022, the Company had cash of $546,632 and a working capital of $170,176. The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding deferred underwriting commissions, to complete its Business Combination. The Company may withdraw interest from the Trust Account to pay taxes, if any. To the extent that the Company’s share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. The Company intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Company Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $3,000,000 of such loans may be convertible into units, at a price of $10.00 per unit at the option of the lender. If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete our Business Combination or because the Company become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination, all of which raise substantial doubt about our ability to continue as a going concern. In addition, under the Company’s amended and restated certificate of incorporation provides that the Company will have only nine months from the closing of the IPO to complete the initial Business Combination, which may be extended up to three times by an additional three-month each time to a total of 18 months from the closing of IPO. If the Company is unable to complete a Business Combination by March 21, 2023 (or December 21, 2023 upon maximum extension), the Company may seek approval from its stockholders holding no less than 65% or more of the votes to approve to extend the completion period. If the Company fails to obtain approval from the stockholders for such extension or the Company does not seek such extension, the Company will cease all operations. On March 21, 2023, an aggregate of $977,500 was deposited by the Sponsor into the Trust Account for the public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months from March 21, 2023 to June 21, 2023. On June 16, 2023, the Company held a special meeting of the stockholders (the “Special Meeting”), where the stockholders of the Company approved the Company to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to allow the Company until June 21, 2023 to consummate an initial Business Combination and may elect to extend the period to consummate an initial Business Combination up to nine times, each by an additional one-month period (each, a “Monthly Extension”), for a total of up to nine months to March 21, 2024, by depositing to the Company’s Trust Account, the lesser of (i) $100,000 for all Public Shares and (ii) $0.04 for each Public Share for each one-month extension. On June 20, 2023, a certificate of amendment to the Charter (the “Charter Amendment”) was filed with the State of Delaware, effective on the same date. On June 20, 2023, $100,000 (the “June Monthly Extension Payment”) was deposited into the Trust Account for the public stockholders, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by one month from June 21, 2023 to July 21, 2023 (the “June Extension”). The June Extension is the first of the up to nine Monthly Extensions permitted under the amended Charter. In connection with the June Monthly Extension Payment, the Company issued an unsecured promissory note of $100,000 (the “Note”) to the Sponsor to evidence the payments made by the Sponsor for the June Monthly Extension Payment. The Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) any enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Note may be accelerated. The payee of the Note, the Sponsor, has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into Private Units of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Private Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. In connection with the votes to approve the Charter Amendment, 4,791,507 shares of Class A Common Stock of the Company were rendered for redemption. On July 20, 2023, an aggregate of $100,000 (the “July Monthly Extension Payment”) was deposited into the Trust Account for the public stockholders, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by one month from July 21, 2023 to August 21, 2023 (the “July Extension”). The July Extension is the second of the up to nine Monthly Extensions permitted under the amended Charter. The July Monthly Extension Payment was deposited by the Company from its working capital account in lieu of a deposit by the Sponsor. Such advancement shall be repaid by the Sponsor or its affiliates or designees to the Company within two months of the deposit, at which time, the Company will issue a promissory note to the Sponsor or its affiliates or designees to evidence the payment for the July Extension. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. In connection with the Company’s assessment of going concern considerations in accordance with the Accounting Standards Update (“ASU”) 2014-15 of the Financial Accounting Standard Board (“FASB”), “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity concern and mandatary liquidation mentioned above raised substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Significant accounting policies | Note 2 — Significant accounting policies Restatement of previously issued financial statements Subsequent to the initial issuance of the Company’s 2022 financial statements reported on the Company’s form 10-K on March 31, 2023, management concluded that the previously issued audited financial statements for the period from January 19, 2022 (inception) through December 31, 2022, should be restated to correct the following errors: 1) Adjustment #1: change t he initial fair value allocation of public shares and warrants due to errors in the original valuation of instruments in the IPO units and change the accretion of carrying value to redemption value; 2) Adjustment # 2: correction of federal and state income taxes accrual. The following tables summarize the effect of the restatements on line items from the Company’s financial statements as follows: As Previously Reported Adjustment # 1 Adjustment # 2 As Restated Balance sheet as of December 31, 2022 Liabilities Income taxes payable $ 194,636 $ - $ 201,617 $ 396,253 Deferred tax liability 68,352 - (68,352 ) - Total liabilities $ 262,988 $ - $ 133,265 $ 396,253 Commitments and Contingencies $ 100,205,591 $ - $ (133,265 ) $ 100,072,326 Statement of income for the period from January 19, 2022 (inception) through December 31, 2022 Income taxes $ 262,988 $ - $ 133,265 $ 396,253 Net income $ 537,881 $ - $ (133,265 ) $ 404,616 Basic and diluted net income per share, common stock subject to possible redemption $ 0.81 $ (0.12 ) $ (0.02 ) $ 0.67 Basic and diluted net loss per share, common stock attributable to Feutune Light Acquisition Corporation $ (1.49 ) $ 0.24 $ - $ (1.25 ) Statement of changes in stockholders’ deficit for the period from January 19, 2022 (inception) through December 31, 2022 Issuance of representative shares $ 517,809 $ (445,640 ) $ - $ 72,169 Offering costs $ (6,411,757 ) $ 445,640 $ - $ (5,966,117 ) Reclassification of common stock subject to redemption $ (93,829,247 ) $ (1,593,325 ) $ - $ (95,422,572 ) Allocation of offering costs to common stock subject to redemption $ 6,154,646 $ (330,523 ) $ - $ 5,824,123 Accretion of carrying value to redemption value $ (12,530,012 ) $ 1,923,848 $ 133,265 $ (10,472,899 ) Net Income $ 537,881 $ - $ (133,265 ) $ 404,616 Statement of cash flows for the period from January 19, 2022 (inception) through December 31, 2022 Cash flows from operating activities: Net income $ 537,881 $ - $ (133,265 ) $ 404,616 Deferred taxes $ 68,352 $ - $ (68,352 ) $ - Income taxes payable $ 194,636 $ - $ 201,617 $ 396,253 Supplemental Disclosure of Cash Flow Information: Change in value of common stock subject to redemption $ 93,830,225 $ 1,593,325 $ - $ 95,423,550 Allocation of offering costs to common stock subject to redemption $ 6,154,646 $ (330,523 ) $ - $ 5,824,123 Accretion of carrying value to redemption value $ 12,530,012 $ (1,923,848 ) $ (133,265 ) $ 10,472,899 Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Emerging Growth Company Status 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $546,632 cash in bank as of December 31, 2022. Investments held in Trust Account At December 31, 2022, $100,525,498 of the assets held in the Trust Account were held in money market funds, and consisted of U.S. Treasury securities carried at fair value. Gains and losses resulting from the change in fair value of investments held in Trust Account are accounted as interest income in the accompanying statement of income. Interest income for the period from January 19, 2022 (inception) through December 31, 2022 amounted to $1,309,248. Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: ☐ Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ☐ Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ☐ Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Warrants The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares of Class A Common Stock and whether the Warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. 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.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ deficit . The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022, common stock subject to possible redemption are presented at redemption value of $10.24 per share as temporary equity, outside of the stockholders’ deficit 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. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) rateably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. As of December 31, 2022, the Company has not considered the effect of the Warrants sold in the IPO and the Private Placement in the calculation of diluted net income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the periods presented. The net income (loss) per share presented in the statement of income is based on the following: For the (Restated) Net income $ 404,616 Accretion of carrying value to redemption value (10,472,899 ) Net loss including accretion of carrying value to redemption value $ (10,068,283 ) For the Period from January 19, 2022 (inception) through December 31, 2022 (Restated) Non- Redeemable Redeemable Share Share Total Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (6,805,147 ) $ (3,263,136 ) $ (10,068,283 ) Accretion of carrying value to redemption value 10,472,899 — 10,472,899 Allocation of net income/(loss) $ 3,667,752 $ (3,263,136 ) $ 404,616 Denominators: Weighted-average shares outstanding 5,452,529 2,614,542 Basic and diluted net income/(loss) per share $ 0.67 $ (1.25 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of December 31, 2022, approximately $297,000 was over the Federal Deposit Insurance Corporation (FDIC) limit. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. 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 has identified the United States as its only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Company is also registered as a foreign corporation with the State of New Jersey Department of the Treasury and is subject to New Jersey state tax laws. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which, among other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because the Company is a Delaware corporation and our securities trades on Nasdaq, it is a “covered corporation” within the meaning of the IRA. The Excise Tax may apply to any redemptions of the Company’s common stock after December 31, 2022, including redemptions in connection with an initial Business Combination, unless an exemption is available. Issuances of securities in connection with the Company’s initial Business Combination transaction are expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. Further, the application of the Excise Tax in the event of a liquidation is uncertain. The Company is currently evaluating the impact it will have in the event of a Business Combination or liquidation. Stock-Based Compensation The sale of the Founders Shares to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 505,000 shares granted to the Company’s management and directors less estimated forfeitures of 75,650 shares was $107,712 for a total of 429,350 shares or $0.25 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the Business Combination is consummated under ASC 718. As such no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is consummated in an amount equal to the number of Founders Shares with estimated forfeiture times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Related parties Parties, which can be a corporation or individual, are considered to be related if we have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements In August 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted earnings per share by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The adoption of ASU 2020-06 on January 1, 2023 did not have a material effect on the Company’s financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Investments Held in Trust Accou
Investments Held in Trust Account | 11 Months Ended |
Dec. 31, 2022 | |
Investments Held in Trust Account [Abstract] | |
Investments Held in Trust Account | Note 3 — Investments Held in Trust Account As of December 31, 2022, assets held in the Trust Account comprised of $100,525,498 in money market funds which are invested in short term U.S. Treasury Securities. Interest income amounted to $1,309,248 for the period from inception to December 31, 2022. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 100,525,498 |
Initial Public Offering
Initial Public Offering | 11 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 — Initial Public Offering Pursuant to the IPO, the Company sold 9,775,000 Public Units at $10.00 per Public Unit (with the underwriters’ over-allotment option exercised in full) on June 21, 2022, generating gross proceeds of $97,750,000. Each Public Unit has an offering price of $10.00 and consists of one share of the Class A Common Stock, one Warrant and one Right. The Warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. All of the 9,775,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2022, the common stock reflected on the balance sheet are reconciled in the following table. As of (Restated) Gross proceeds $ 97,750,000 Less: Proceeds allocated to Warrants issued in IPO (1,055,700 ) Proceeds allocated to Rights issued in IPO (1,270,750 ) Offering costs of Public Units (5,824,123 ) Plus: Accretion of carrying value to redemption value 10,472,899 Common stock subject to possible redemption $ 100,072,326 |
Private Placement
Private Placement | 11 Months Ended |
Dec. 31, 2022 | |
Private Placement [Abstract] | |
Private Placement | Note 5 — Private Placement Substantially concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $10.00 per unit including 478,875 units to the Company’s Sponsor, and 20,000 units to US Tiger for aggregate proceeds to the Company of $4,988,750. Each Private Placement Units consists of one share of Class A Common Stock, one Warrant, and one Right. The Sponsor will be permitted to transfer the Private Placement Units held by them to certain permitted transferees, including the Company’s officers and directors and other persons or entities affiliated with or related to it or them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the founders. The Founder Shares and Private Shares are identical to the Public Shares. However, the Company’s founders have agreed (A) to vote their Founder Shares and Private Shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to the Company’s certificate of incorporation that would affect the substance or timing of the Company’s redemption obligation to redeem all Public Shares if the Company cannot complete an initial Business Combination within the Combination Period, unless the Company provides public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment, (C) not to redeem any shares, including Founder Shares, Private Shares and Public Shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with the Company’s proposed initial Business Combination, and (D) that the Founder Shares and Private Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. The Private Placement Units sold in the Private Placement including the underlying securities and the Working Capital Units (defined below) that may be issued upon conversion of working capital loans (including extension notes) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days following the closing of the Business Combination, subject to certain exceptions. |
Related Party Transactions
Related Party Transactions | 11 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 — Related Party Transactions Founder Shares On February 2, 2022, the Sponsor acquired 2,443,750 Class B common stock (“Founder Shares”) of for an aggregate purchase price of $25,000, or approximately $0.01 per share. As of December 31, 2022, there were 2,443,750 Founder Shares issued and outstanding. The founders has agreed not to transfer, assign or sell 50% its Founder Shares until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and the remaining 50% of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. Pursuant to securities transfer agreement signed on June 15, 2022, the sponsor has transferred an aggregated 505,000 shares to the Company’s management and directors. Substantially concurrently with the closing of the IPO, the Company completed the sale of 498,875 Private Placement Units at a price of $10.00 per unit including 478,875 shares to the Company’s Sponsor, and 20,000 shares to US Tiger for an aggregate proceeds to the Company of $4,988,750. The sale of the Founders Shares to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 505,000 shares granted to the Company’s management and directors less estimated forfeiture of 75,650 shares for a total of 429,350 shares or $0.25 per share Representative Shares The Company also issued 60,000 Representative Shares to US Tiger as part of representative compensation. The Representative Shares are identical to the Public Shares except that US Tiger has agreed not to transfer, assign or sell any such Representative Shares until the completion of the Company’s initial Business Combination. In addition, US Tiger has agreed (i) to waive its redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. The fair value of the shares at IPO was valued at $72,175 or $1.20 per share, which was based on the Class A common stock adjusted for the likelihood of a Business Combination and with a discount applied for the lack of marketability. Promissory Note — Related Party On February 2, 2022, the Sponsor agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) January 31, 2023 or (2) the date on which the Company consummates an initial public offering of its securities. Prior to the IPO, the Company had $280,000 outstanding loan balance. The loan was repaid on June 21, 2022. As of December 31, 2022, there was no outstanding balance. Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial 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. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $3,000,000 of such loans may be converted upon consummation of the Business Combination into Private Placement Units at a price of $10.00 per unit (the “Working Capital Units”). If the Company does not complete a Business Combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. Such Working Capital Units converted from loan would be identical to the Private Placement Units sold in the Private Placement. As of December 31, 2022, the Company had no borrowings under the working capital loans. |
Commitments & Contingencies
Commitments & Contingencies | 11 Months Ended |
Dec. 31, 2022 | |
Commitments & Contingencies [Abstract] | |
Commitments & Contingencies | Note 7 — Commitments & Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares and Private Placement Units, Working Capital Units issuable upon the conversion of certain working capital loans and any underlying securities will be entitled to registration rights pursuant to a registration rights agreement signed on June 15, 2022, requiring the Company to register such securities for resale. The holders 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 Company’s initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company paid an underwriting discount of 2.0% of the gross proceeds of the IPO, or $1,955,000 to the underwriters at the closing of the IPO. In addition, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $3,421,250 until the closing of the Business Combination. |
Stockholder's Equity
Stockholder's Equity | 11 Months Ended |
Dec. 31, 2022 | |
Stockholder's Equity [Abstract] | |
Stockholder's Equity | Note 8 — Stockholder’s Equity Preferred Stock no Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B Common Stock will automatically convert into shares of the Class A Common Stock at the time of the initial Business Combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right. Rights As of December 31, 2022, 10,273,875 Rights were outstanding. Warrants The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its reasonable best efforts to file, and within 60 business days following its initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Warrants. The Company will use its reasonable best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement signed on June 15, 2022 (the “warrant agreement”). No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of Class A Common Stock. Notwithstanding the above, if the Company’s Class A Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 Company’s initial Business Combination at an issue price or effective issue price (the “Newly Issued Price”) of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s founders or their affiliates, without taking into account any shares held by the Company’s founders 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 Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average reported trading price of Class A Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination (the “Fair Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Fair Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the Newly Issued Price. The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant: ● in whole and not in part; ● upon not less than 30 days’ prior written notice of redemption (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 $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. The Company accounted for the 9,775,000 Warrants issued with the IPO as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. The Company accounted for the Warrant as an expense of the IPO resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of the Warrants is approximately $1.1 million, or $0.108 per Unit, using the Monte Carlo Model. The fair value of the Warrants is estimated as of the date of grant using the following assumptions: (1) expected volatility of 10.3%, (2) risk-free interest rate of 2.92%, (3) expected life of 1.38 years, (4) exercise price of $11.50 and (5) stock price of $9.76. The Company accounted for the 498,875 Warrants issued with the Private Placement as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. The Company accounted for the Warrant as an expense of the sale of the Private Placement Units resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of the Warrants was approximately $0.05 million, or $0.108 per Unit, using the Monte Carlo Model. The fair value of the Warrants is estimated as of the date of grant using the following assumptions: (1) expected volatility of 10.3%, (2) risk-free interest rate of 2.92%, (3) expected life of 1.38 years, (4) exercise price of $11.50 and (5) stock price of $9.76. As of December 31, 2022, 10,273,875 Warrants were outstanding. |
Income Taxes
Income Taxes | 11 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | Note 9 — Income Taxes The Company’s taxable income primarily consists of interest earned on investments held in the Trust Account. The Company’s tax returns for the period from January 19, 2022 (inception) through December 31, 2022 remained open and subject to examination. The income tax provision consists of the following for the period from January 19, 2022 (inception) through December 31, 2022: For the December 31, (Restated) Current Federal $ 233,530 State 162,723 Deferred Federal (69,606 ) State (29,831 ) Valuation allowance 99,437 Income tax provision $ 396,253 A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the January 19, (inception) December 31, (Restated) U.S. federal statutory rate 21.0 % State income tax, net of federal benefit 11.5 % Permanent difference 4.5 % Change in valuation allowance 12.5 % Effective tax rate 49.5 % The Company’s net deferred tax assets and liability were as follows as of December 31, 2022: Deferred tax assets(liability): Start up costs $ 99,437 Valuation allowance (99,437 ) Total deferred tax assets(liability), net $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, 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. |
Subsequent Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events On March 21, 2023, an aggregate of $977,500 was deposited by the Sponsor into the Trust Account for the public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by three months from March 21, 2023 to June 21, 2023. In connection with the Extension Payment, the Company issued unsecured promissory notes (the “Notes”) to the Sponsor. The Notes are non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company. The holders of the Notes have the right, but not the obligation, to convert their Notes, in whole or in part, respectively, into private shares of the Class A common stock (the “Conversion Shares”) of the Company, as described in the prospectus of the Company (File Number 333-264221). The number of Conversion Shares to be received by the holders in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such holders by (y) $10.00. On June 16, 2023, the Company held a special meeting of the stockholders (the “Special Meeting”), where the stockholders of the Company approved the Company to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to allow the Company until June 21, 2023 to consummate an initial Business Combination and may elect to extend the period to consummate an initial Business Combination up to nine times, each by an additional one-month period (each, a “Monthly Extension”), for a total of up to nine months to March 21, 2024, by depositing to the Company’s Trust Account, the lesser of (i) $100,000 for all Public Shares and (ii) $0.04 for each Public Share for each one-month extension. On June 20, 2023, a certificate of amendment to the Charter (the “Charter Amendment”) was filed with the State of Delaware, effective on the same date. On June 20, 2023, $100,000 (the “June Monthly Extension Payment”) was deposited into the Trust Account for the public stockholders, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by one month from June 21, 2023 to July 21, 2023 (the “June Extension”). The June Extension is the first of the up to nine Monthly Extensions permitted under the amended Charter. In connection with the June Monthly Extension Payment, the Company issued an unsecured promissory note of $100,000 (the “Note”) to the Sponsor to evidence the payments made by the Sponsor for the June Monthly Extension Payment. The Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) any enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Note may be accelerated. The payee of the Note, the Sponsor, has the right, but not the obligation, to convert the Note, in whole or in part, respectively, into Private Units of the Company, that are identical to Public Units of the Company, subject to certain exceptions, as described in the Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Private Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. In connection with the votes to approve the Charter Amendment, 4,791,507 shares of Class A Common Stock of the Company were rendered for redemption. On July 20, 2023, an aggregate of $100,000 (the “July Monthly Extension Payment”) was deposited into the Trust Account for the public stockholders, which enabled the Company to extend the period of time it has to consummate its initial Business Combination by one month from July 21, 2023 to August 21, 2023 (the “July Extension”). The July Extension is the second of the up to nine Monthly Extensions permitted under the amended Charter. The July Monthly Extension Payment was deposited by the Company from its working capital account in lieu of a deposit by the Sponsor. Such advancement shall be repaid by the Sponsor or its affiliates or designees to the Company within two months of the deposit, at which time, the Company will issue a promissory note to the Sponsor or its affiliates or designees to evidence the payment for the July Extension. The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date financial statement is issued. Based on this review, other than the subsequent event disclosed above, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 11 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. |
Emerging Growth Company Status | Emerging Growth Company Status 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended (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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $546,632 cash in bank as of December 31, 2022. |
Investments held in Trust Account | Investments held in Trust Account At December 31, 2022, $100,525,498 of the assets held in the Trust Account were held in money market funds, and consisted of U.S. Treasury securities carried at fair value. Gains and losses resulting from the change in fair value of investments held in Trust Account are accounted as interest income in the accompanying statement of income. Interest income for the period from January 19, 2022 (inception) through December 31, 2022 amounted to $1,309,248. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: ☐ Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. ☐ Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. ☐ Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Warrants | Warrants The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares of Class A Common Stock and whether the Warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. |
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 ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ deficit . The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022, common stock subject to possible redemption are presented at redemption value of $10.24 per share as temporary equity, outside of the stockholders’ deficit 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. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials Expenses of Offering |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) rateably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. As of December 31, 2022, the Company has not considered the effect of the Warrants sold in the IPO and the Private Placement in the calculation of diluted net income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the periods presented. The net income (loss) per share presented in the statement of income is based on the following: For the (Restated) Net income $ 404,616 Accretion of carrying value to redemption value (10,472,899 ) Net loss including accretion of carrying value to redemption value $ (10,068,283 ) For the Period from January 19, 2022 (inception) through December 31, 2022 (Restated) Non- Redeemable Redeemable Share Share Total Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (6,805,147 ) $ (3,263,136 ) $ (10,068,283 ) Accretion of carrying value to redemption value 10,472,899 — 10,472,899 Allocation of net income/(loss) $ 3,667,752 $ (3,263,136 ) $ 404,616 Denominators: Weighted-average shares outstanding 5,452,529 2,614,542 Basic and diluted net income/(loss) per share $ 0.67 $ (1.25 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of December 31, 2022, approximately $297,000 was over the Federal Deposit Insurance Corporation (FDIC) limit. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. 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 has identified the United States as its only major tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. The Company is also registered as a foreign corporation with the State of New Jersey Department of the Treasury and is subject to New Jersey state tax laws. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (H.R. 5376) (the “IRA”), which, among other things, imposes a 1% excise tax on any domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Because the Company is a Delaware corporation and our securities trades on Nasdaq, it is a “covered corporation” within the meaning of the IRA. The Excise Tax may apply to any redemptions of the Company’s common stock after December 31, 2022, including redemptions in connection with an initial Business Combination, unless an exemption is available. Issuances of securities in connection with the Company’s initial Business Combination transaction are expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the same calendar year, but the number of securities redeemed may exceed the number of securities issued. Further, the application of the Excise Tax in the event of a liquidation is uncertain. The Company is currently evaluating the impact it will have in the event of a Business Combination or liquidation. |
Stock-Based Compensation | Stock-Based Compensation The sale of the Founders Shares to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 505,000 shares granted to the Company’s management and directors less estimated forfeitures of 75,650 shares was $107,712 for a total of 429,350 shares or $0.25 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the Business Combination is consummated under ASC 718. As such no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is consummated in an amount equal to the number of Founders Shares with estimated forfeiture times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted earnings per share by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for fiscal years beginning after December 15, 2021 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The adoption of ASU 2020-06 on January 1, 2023 did not have a material effect on the Company’s financial statements. Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Related parties | Related parties Parties, which can be a corporation or individual, are considered to be related if we have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 11 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Schedule of Restatements on Line Items from the Company’s Financial Statements | The following tables summarize the effect of the restatements on line items from the Company’s financial statements as follows: As Previously Reported Adjustment # 1 Adjustment # 2 As Restated Balance sheet as of December 31, 2022 Liabilities Income taxes payable $ 194,636 $ - $ 201,617 $ 396,253 Deferred tax liability 68,352 - (68,352 ) - Total liabilities $ 262,988 $ - $ 133,265 $ 396,253 Commitments and Contingencies $ 100,205,591 $ - $ (133,265 ) $ 100,072,326 Statement of income for the period from January 19, 2022 (inception) through December 31, 2022 Income taxes $ 262,988 $ - $ 133,265 $ 396,253 Net income $ 537,881 $ - $ (133,265 ) $ 404,616 Basic and diluted net income per share, common stock subject to possible redemption $ 0.81 $ (0.12 ) $ (0.02 ) $ 0.67 Basic and diluted net loss per share, common stock attributable to Feutune Light Acquisition Corporation $ (1.49 ) $ 0.24 $ - $ (1.25 ) Statement of changes in stockholders’ deficit for the period from January 19, 2022 (inception) through December 31, 2022 Issuance of representative shares $ 517,809 $ (445,640 ) $ - $ 72,169 Offering costs $ (6,411,757 ) $ 445,640 $ - $ (5,966,117 ) Reclassification of common stock subject to redemption $ (93,829,247 ) $ (1,593,325 ) $ - $ (95,422,572 ) Allocation of offering costs to common stock subject to redemption $ 6,154,646 $ (330,523 ) $ - $ 5,824,123 Accretion of carrying value to redemption value $ (12,530,012 ) $ 1,923,848 $ 133,265 $ (10,472,899 ) Net Income $ 537,881 $ - $ (133,265 ) $ 404,616 Statement of cash flows for the period from January 19, 2022 (inception) through December 31, 2022 Cash flows from operating activities: Net income $ 537,881 $ - $ (133,265 ) $ 404,616 Deferred taxes $ 68,352 $ - $ (68,352 ) $ - Income taxes payable $ 194,636 $ - $ 201,617 $ 396,253 Supplemental Disclosure of Cash Flow Information: Change in value of common stock subject to redemption $ 93,830,225 $ 1,593,325 $ - $ 95,423,550 Allocation of offering costs to common stock subject to redemption $ 6,154,646 $ (330,523 ) $ - $ 5,824,123 Accretion of carrying value to redemption value $ 12,530,012 $ (1,923,848 ) $ (133,265 ) $ 10,472,899 |
Schedule of Net Income (Loss) Per Share | The net income (loss) per share presented in the statement of income is based on the following: For the (Restated) Net income $ 404,616 Accretion of carrying value to redemption value (10,472,899 ) Net loss including accretion of carrying value to redemption value $ (10,068,283 ) |
Schedule of Basic and Diluted Net Income/(Loss) Per Share | For the Period from January 19, 2022 (inception) through December 31, 2022 (Restated) Non- Redeemable Redeemable Share Share Total Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (6,805,147 ) $ (3,263,136 ) $ (10,068,283 ) Accretion of carrying value to redemption value 10,472,899 — 10,472,899 Allocation of net income/(loss) $ 3,667,752 $ (3,263,136 ) $ 404,616 Denominators: Weighted-average shares outstanding 5,452,529 2,614,542 Basic and diluted net income/(loss) per share $ 0.67 $ (1.25 ) |
Investments Held in Trust Acc_2
Investments Held in Trust Account (Tables) | 11 Months Ended |
Dec. 31, 2022 | |
Investments Held in Trust Account [Abstract] | |
Schedule of Assets that are Measured at Fair Value | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 100,525,498 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 11 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
Schedule of Common Stock Reflected on the Balance Sheet | As of December 31, 2022, the common stock reflected on the balance sheet are reconciled in the following table. As of (Restated) Gross proceeds $ 97,750,000 Less: Proceeds allocated to Warrants issued in IPO (1,055,700 ) Proceeds allocated to Rights issued in IPO (1,270,750 ) Offering costs of Public Units (5,824,123 ) Plus: Accretion of carrying value to redemption value 10,472,899 Common stock subject to possible redemption $ 100,072,326 |
Income Taxes (Tables)
Income Taxes (Tables) | 11 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of Income Tax Provision | The income tax provision consists of the following for the period from January 19, 2022 (inception) through December 31, 2022: For the December 31, (Restated) Current Federal $ 233,530 State 162,723 Deferred Federal (69,606 ) State (29,831 ) Valuation allowance 99,437 Income tax provision $ 396,253 |
Schedule of Income Tax Rate | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the January 19, (inception) December 31, (Restated) U.S. federal statutory rate 21.0 % State income tax, net of federal benefit 11.5 % Permanent difference 4.5 % Change in valuation allowance 12.5 % Effective tax rate 49.5 % |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets and liability were as follows as of December 31, 2022: Deferred tax assets(liability): Start up costs $ 99,437 Valuation allowance (99,437 ) Total deferred tax assets(liability), net $ - |
Organization and Business Ope_2
Organization and Business Operation (Details) - USD ($) | 1 Months Ended | 11 Months Ended | |||||
Jun. 30, 2023 | Jun. 21, 2021 | Dec. 31, 2022 | Jul. 31, 2023 | Jun. 20, 2023 | Mar. 17, 2023 | Jun. 21, 2022 | |
Organization and Business Operation [Line Items] | |||||||
Sale of units (in Shares) | 4,791,507 | ||||||
Representative shares (in Shares) | 60,000 | ||||||
Transaction costs | $ 5,966,117 | ||||||
Underwriting fees | 5,376,250 | ||||||
Other offering costs | 517,692 | ||||||
Fair value | $ 72,175 | ||||||
Percentage of fair market value | 80% | ||||||
Business combination redemption percentage | 100% | ||||||
Stock per share (in Dollars per share) | $ 0.25 | ||||||
Trust account for deposit amount | $ 977,500 | ||||||
Trust account per share (in Dollars per share) | $ 0.1 | ||||||
Unsecured promissory note | $ 100,000 | ||||||
Outstanding principal per share (in Dollars per share) | $ 10 | ||||||
Redemption share (in Shares) | 4,791,507 | ||||||
Tangible assets | $ 5,000,001 | ||||||
Interest to pay dissolution expenses | $ 50,000 | ||||||
Public share (in Dollars per share) | $ 10.15 | ||||||
Cash | $ 546,632 | ||||||
Working capital | $ 170,176 | ||||||
Stockholders holding percentage | 65% | ||||||
IPO [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Sale of units (in Shares) | 9,775,000 | ||||||
Sponsor shares (in Shares) | 20,000 | ||||||
Cash | $ 1,029,523 | ||||||
Public unit (in Shares) | 99,216,250 | ||||||
Public units price per share (in Dollars per share) | $ 10.15 | ||||||
Stock per share (in Dollars per share) | $ 10 | $ 10 | |||||
Over-Allotment Option [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Additional units (in Shares) | 1,275,000 | ||||||
Private Placement [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Sale of units (in Shares) | 498,875 | ||||||
Gross proceeds | $ 4,988,750 | ||||||
Purchase price per share (in Dollars per share) | $ 10 | ||||||
Stock per share (in Dollars per share) | 10 | ||||||
Initial business combination per share (in Dollars per share) | $ 10 | ||||||
Class A Common Stock [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Redeemable warrant description | Each Public Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Public Shares”), and one redeemable warrant (the “Warrant”) and one right (the “Right”) to receive one-tenth (1/10) of one share of Class A common stock (the “Class A Common Stock”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Public Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $97,750,000. | ||||||
Price per share (in Dollars per share) | $ 0.0001 | ||||||
Exercise price (in Dollars per share) | 11.5 | ||||||
Offering price (in Dollars per share) | $ 10 | ||||||
Gross proceeds | $ 97,750,000 | ||||||
Stock per share (in Dollars per share) | $ 0.1 | ||||||
Redemption share (in Shares) | 4,791,507 | ||||||
Class A Common Stock [Member] | IPO [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Stock per share (in Dollars per share) | $ 10 | ||||||
Forecast [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Public shares value | $ 100,000 | ||||||
Public par share (in Dollars per share) | $ 0.04 | ||||||
Deposited | $ 100,000 | $ 100,000 | |||||
Forecast [Member] | Class A Common Stock [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Trust Account stockholders | $ 977,500 | ||||||
Business Combination [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Outstanding voting securities percentage | 50% | ||||||
Business combination redemption percentage | 100% | ||||||
Tangible assets | $ 5,000,001 | ||||||
Business Combination [Member] | IPO [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Business combination redemption percentage | 100% | ||||||
Business Combination [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Repayment of loan | $ 3,000,000 | ||||||
Price per share (in Dollars per share) | $ 10 | ||||||
US Tiger [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Sponsor shares (in Shares) | 20,000 | ||||||
Representative shares (in Shares) | 60,000 | ||||||
Sponsor [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Additional units (in Shares) | 478,875 | ||||||
Trust Account stockholders | $ 977,500 | ||||||
Stock per share (in Dollars per share) | $ 0.1 | ||||||
Outstanding principal per share (in Dollars per share) | $ 10 | ||||||
Charter Amendment [Member] | Forecast [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Public shares value | $ 100,000 | ||||||
Public par share (in Dollars per share) | $ 0.04 | ||||||
July Monthly Extension Payment [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Unsecured promissory note | $ 100,000 | ||||||
July Monthly Extension Payment [Member] | Forecast [Member] | |||||||
Organization and Business Operation [Line Items] | |||||||
Deposited | $ 100,000 | $ 100,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 11 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Significant Accounting Policies [Line Items] | |
Cash in bank | $ 546,632 |
Interest income | $ 1,309,248 |
Redemption price per share (in Dollars per share) | $ / shares | $ 10.24 |
Expenses of offering | $ 5,966,117 |
Federal deposit insurance corporation limit | $ 297,000,000,000 |
Excise tax | 1% |
Fair value (in Shares) | shares | 505,000 |
Forfeitures (in Shares) | shares | 75,650 |
Granted amount | $ 107,712 |
Total amount (in Shares) | shares | 429,350 |
Price per share (in Dollars per share) | $ / shares | $ 0.25 |
Money Market Funds [Member] | |
Significant Accounting Policies [Line Items] | |
Assets held in trust account | $ 100,525,498 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Restatements on Line Items from the Company’s Financial Statements | 11 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
As Previously Reported [Member] | |
Liabilities | |
Income taxes payable | $ 194,636 |
Deferred tax liability | 68,352 |
Total liabilities | 262,988 |
Commitments and Contingencies | 100,205,591 |
Statement of income for the period from January 19, 2022 (inception) through December 31, 2022 | |
Income taxes | 262,988 |
Net income | $ 537,881 |
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share) | $ / shares | $ (1.49) |
Statement of changes in stockholders’ deficit for the period from January 19, 2022 (inception) through December 31, 2022 | |
Issuance of representative shares | $ 517,809 |
Offering costs | (6,411,757) |
Reclassification of common stock subject to redemption | (93,829,247) |
Allocation of offering costs to common stock subject to redemption | 6,154,646 |
Accretion of carrying value to redemption value | (12,530,012) |
Cash flows from operating activities: | |
Deferred taxes | 68,352 |
Income taxes payable | 194,636 |
Supplemental Disclosure of Cash Flow Information: | |
Change in value of common stock subject to redemption | 93,830,225 |
Allocation of offering costs to common stock subject to redemption | 6,154,646 |
Accretion of carrying value to redemption value | 12,530,012 |
Adjustment # 1 [Member] | |
Liabilities | |
Income taxes payable | |
Deferred tax liability | |
Total liabilities | |
Commitments and Contingencies | |
Statement of income for the period from January 19, 2022 (inception) through December 31, 2022 | |
Income taxes | |
Net income | |
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share) | $ / shares | $ 0.24 |
Statement of changes in stockholders’ deficit for the period from January 19, 2022 (inception) through December 31, 2022 | |
Issuance of representative shares | $ (445,640) |
Offering costs | 445,640 |
Reclassification of common stock subject to redemption | (1,593,325) |
Allocation of offering costs to common stock subject to redemption | (330,523) |
Accretion of carrying value to redemption value | 1,923,848 |
Cash flows from operating activities: | |
Deferred taxes | |
Income taxes payable | |
Supplemental Disclosure of Cash Flow Information: | |
Change in value of common stock subject to redemption | 1,593,325 |
Allocation of offering costs to common stock subject to redemption | (330,523) |
Accretion of carrying value to redemption value | (1,923,848) |
Adjustment # 2 [Member] | |
Liabilities | |
Income taxes payable | 201,617 |
Deferred tax liability | (68,352) |
Total liabilities | 133,265 |
Commitments and Contingencies | (133,265) |
Statement of income for the period from January 19, 2022 (inception) through December 31, 2022 | |
Income taxes | 133,265 |
Net income | $ (133,265) |
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share) | $ / shares | |
Statement of changes in stockholders’ deficit for the period from January 19, 2022 (inception) through December 31, 2022 | |
Issuance of representative shares | |
Offering costs | |
Reclassification of common stock subject to redemption | |
Allocation of offering costs to common stock subject to redemption | |
Accretion of carrying value to redemption value | 133,265 |
Cash flows from operating activities: | |
Deferred taxes | (68,352) |
Income taxes payable | 201,617 |
Supplemental Disclosure of Cash Flow Information: | |
Change in value of common stock subject to redemption | |
Allocation of offering costs to common stock subject to redemption | |
Accretion of carrying value to redemption value | (133,265) |
As Restated [Member] | |
Liabilities | |
Income taxes payable | 396,253 |
Deferred tax liability | |
Total liabilities | 396,253 |
Commitments and Contingencies | 100,072,326 |
Statement of income for the period from January 19, 2022 (inception) through December 31, 2022 | |
Income taxes | 396,253 |
Net income | $ 404,616 |
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share) | $ / shares | $ (1.25) |
Statement of changes in stockholders’ deficit for the period from January 19, 2022 (inception) through December 31, 2022 | |
Issuance of representative shares | $ 72,169 |
Offering costs | (5,966,117) |
Reclassification of common stock subject to redemption | (95,422,572) |
Allocation of offering costs to common stock subject to redemption | 5,824,123 |
Accretion of carrying value to redemption value | (10,472,899) |
Cash flows from operating activities: | |
Deferred taxes | |
Income taxes payable | 396,253 |
Supplemental Disclosure of Cash Flow Information: | |
Change in value of common stock subject to redemption | 95,423,550 |
Allocation of offering costs to common stock subject to redemption | 5,824,123 |
Accretion of carrying value to redemption value | $ 10,472,899 |
Common Stock Subject to Possible Redemption [Member] | As Previously Reported [Member] | |
Statement of income for the period from January 19, 2022 (inception) through December 31, 2022 | |
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share) | $ / shares | $ 0.81 |
Common Stock Subject to Possible Redemption [Member] | Adjustment # 1 [Member] | |
Statement of income for the period from January 19, 2022 (inception) through December 31, 2022 | |
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share) | $ / shares | (0.12) |
Common Stock Subject to Possible Redemption [Member] | Adjustment # 2 [Member] | |
Statement of income for the period from January 19, 2022 (inception) through December 31, 2022 | |
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share) | $ / shares | (0.02) |
Common Stock Subject to Possible Redemption [Member] | As Restated [Member] | |
Statement of income for the period from January 19, 2022 (inception) through December 31, 2022 | |
Basic and diluted net income per share, common stock subject to possible redemption (in Dollars per share) | $ / shares | $ 0.67 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Restatements on Line Items from the Company’s Financial Statements (Parentheticals) | 11 Months Ended |
Dec. 31, 2022 $ / shares | |
As Previously Reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Diluted net income per share | $ (1.49) |
Adjustment # 1 [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Diluted net income per share | 0.24 |
Adjustment # 2 [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Diluted net income per share | |
As Restated [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Diluted net income per share | (1.25) |
Common Stock Subject to Possible Redemption [Member] | As Previously Reported [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Diluted net income per share | 0.81 |
Common Stock Subject to Possible Redemption [Member] | Adjustment # 1 [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Diluted net income per share | (0.12) |
Common Stock Subject to Possible Redemption [Member] | Adjustment # 2 [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Diluted net income per share | (0.02) |
Common Stock Subject to Possible Redemption [Member] | As Restated [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Diluted net income per share | $ 0.67 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share | 11 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Net Income (Loss) Per Share [Abstract] | |
Net income | $ 404,616 |
Accretion of carrying value to redemption value | (10,472,899) |
Net loss including accretion of carrying value to redemption value | $ (10,068,283) |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income/(Loss) Per Share | 11 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Numerators: | |
Allocation of net loss including carrying value to redemption value | $ (10,068,283) |
Accretion of carrying value to redemption value | 10,472,899 |
Allocation of net income/(loss) | $ 404,616 |
Denominators: | |
Weighted-average shares outstanding (in Shares) | shares | 2,614,542 |
Basic and diluted net income/(loss) per share (in Dollars per share) | $ / shares | $ (1.25) |
Redeemable Common Share [Member] | |
Numerators: | |
Allocation of net loss including carrying value to redemption value | $ (6,805,147) |
Accretion of carrying value to redemption value | 10,472,899 |
Allocation of net income/(loss) | $ 3,667,752 |
Denominators: | |
Weighted-average shares outstanding (in Shares) | shares | 5,452,529 |
Basic and diluted net income/(loss) per share (in Dollars per share) | $ / shares | $ 0.67 |
Non- Redeemable Common Share [Member] | |
Numerators: | |
Allocation of net loss including carrying value to redemption value | $ (3,263,136) |
Accretion of carrying value to redemption value | |
Allocation of net income/(loss) | $ (3,263,136) |
Denominators: | |
Weighted-average shares outstanding (in Shares) | shares | 2,614,542 |
Basic and diluted net income/(loss) per share (in Dollars per share) | $ / shares | $ (1.25) |
Investments Held in Trust Acc_3
Investments Held in Trust Account (Details) | 11 Months Ended |
Dec. 31, 2022 USD ($) | |
Investments Held in Trust Account [Abstract] | |
Assets held in the trust account | $ 100,525,498 |
Interest income | $ 1,309,248 |
Investments Held in Trust Acc_4
Investments Held in Trust Account (Details) - Schedule of Assets that are Measured at Fair Value | 11 Months Ended |
Dec. 31, 2022 USD ($) | |
Level 1 [Member] | |
Assets: | |
Trust Account - U.S. Treasury Securities Money Market Fund | $ 100,525,498 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 11 Months Ended | ||
Jun. 21, 2022 | Dec. 31, 2022 | Mar. 17, 2023 | |
Initial Public Offering [Line Items] | |||
Price per share | $ 0.25 | ||
Initial business combination year | 5 years | ||
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Shares issued for initial public offering | 9,775,000 | ||
Price per share | $ 10 | $ 10 | |
Gross proceeds | $ 97,750,000 | ||
Public shares | 9,775,000 | ||
Class A Common Stock [Member] | |||
Initial Public Offering [Line Items] | |||
Price per share | $ 0.1 | ||
Class A Common Stock [Member] | IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Price per share | $ 10 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of Common Stock Reflected on the Balance Sheet | 11 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Common Stock Reflected on the Balance Sheet [Abstract] | |
Gross proceeds | $ 97,750,000 |
Less: | |
Proceeds allocated to Warrants issued in IPO | (1,055,700) |
Proceeds allocated to Rights issued in IPO | (1,270,750) |
Offering costs of Public Units | (5,824,123) |
Plus: | |
Accretion of carrying value to redemption value | 10,472,899 |
Common stock subject to possible redemption | $ 100,072,326 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 11 Months Ended | |
Dec. 31, 2022 | Mar. 17, 2023 | |
Private Placement [Line Items] | ||
Price per share (in Dollars per share) | $ 0.25 | |
Aggregate proceeds (in Dollars) | $ 4,988,750 | |
Private Placement [Member] | ||
Private Placement [Line Items] | ||
Sale of units | 498,875 | |
Price per share (in Dollars per share) | $ 10 | |
US Tiger [Member] | ||
Private Placement [Line Items] | ||
Aggregate share purchased | 20,000 | |
Sponsor [Member] | ||
Private Placement [Line Items] | ||
Sale of units | 478,875 | |
Price per share (in Dollars per share) | $ 0.1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 11 Months Ended | |||
Feb. 02, 2022 | Dec. 31, 2022 | Mar. 17, 2023 | Jun. 21, 2022 | |
Related Party Transactions [Line Items] | ||||
Founder shares issued | 2,443,750 | |||
Founder shares outstanding | 2,443,750 | |||
Description of related party | The founders has agreed not to transfer, assign or sell 50% its Founder Shares until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and the remaining 50% of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any Founder Shares. Pursuant to securities transfer agreement signed on June 15, 2022, the sponsor has transferred an aggregated 505,000 shares to the Company’s management and directors. | |||
Price per share (in Dollars per share) | $ 0.25 | |||
FairValue of shares | 505,000 | |||
Forfeiture | 75,650 | |||
Estimated forfeiture amount (in Dollars) | $ 107,712 | |||
Total amount | 429,350 | |||
Representative shares | 60,000 | |||
Outstanding loan balance (in Dollars) | $ 280,000 | |||
IPO [Member] | ||||
Related Party Transactions [Line Items] | ||||
Sale of Private placement Unit | 498,875 | |||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||
Units of shares | 478,875 | |||
Sponsor shares | 20,000 | |||
Aggregate proceeds (in Dollars) | $ 4,988,750 | |||
Loan issued (in Dollars) | 500,000 | |||
Class B Common Stock [Member] | ||||
Related Party Transactions [Line Items] | ||||
Aggregate purchase price (in Dollars) | $ 25,000 | |||
Common stock par value (in Dollars per share) | $ 0.01 | $ 0.0001 | ||
Class A Common Stock [Member] | ||||
Related Party Transactions [Line Items] | ||||
Common stock par value (in Dollars per share) | 0.0001 | |||
Price per share (in Dollars per share) | $ 0.1 | |||
Class A Common Stock [Member] | IPO [Member] | ||||
Related Party Transactions [Line Items] | ||||
Price per share (in Dollars per share) | $ 10 | |||
Fair value (in Dollars) | $ 72,175 | |||
Fair value per share (in Dollars per share) | $ 1.2 | |||
Business Combination [Member] | ||||
Related Party Transactions [Line Items] | ||||
Repayment of loan (in Dollars) | $ 3,000,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Founder Shares [Member] | ||||
Related Party Transactions [Line Items] | ||||
Forfeiture | 75,650 | |||
Total amount | 429,350 | |||
Founder Shares [Member] | Class B Common Stock [Member] | ||||
Related Party Transactions [Line Items] | ||||
Shares issued | 2,443,750 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - IPO [Member] | 11 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies [Line Items] | |
Underwriting discount percentage | 2% |
Gross proceeds | $ 1,955,000 |
Deferred underwriting fee percentage | 3.50% |
Business Combination [Member] | |
Commitments and Contingencies [Line Items] | |
Gross proceeds | $ 3,421,250 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - USD ($) | 11 Months Ended | ||
Jun. 21, 2022 | Dec. 31, 2022 | Feb. 02, 2022 | |
Stockholder's Equity [Line Items] | |||
Preferred stock, shares authorized | 500,000 | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | ||
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Shares subject to possible redemption (in Dollars) | $ 404,616 | ||
Voting rights | one | ||
Rights outstanding | 10,273,875 | ||
Description of warrants | the Company issued 9,775,000 Warrants in connection with the IPO. Substantially concurrently with the closing of the IPO, the Company issued 478,875 Warrants to the Company’s Sponsor and 20,000 Warrants to US Tiger. Each Warrant entitles the registered holder to purchase one share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion of the initial Business Combination. The Warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. | ||
Price per share (in Dollars per share) | $ 0.01 | ||
Warrants redemption description | ●in whole and not in part; ● upon not less than 30 days’ prior written notice of redemption (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 $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. | ||
Stock price (in Dollars per share) | $ 0.25 | ||
IPO [Member] | |||
Stockholder's Equity [Line Items] | |||
Warrant issued shares | 9,775,000 | ||
Fair value of warrants (in Dollars) | $ 1,100,000 | ||
Warrants per units (in Dollars per share) | $ 0.108 | ||
Expected volatility | 10.30% | ||
Risk-free interest rate | 2.92% | ||
Expected life | 1 year 4 months 17 days | ||
Exercise price (in Dollars per share) | $ 11.5 | ||
Stock price (in Dollars per share) | $ 9.76 | ||
Private Placement [Member] | |||
Stockholder's Equity [Line Items] | |||
Warrant issued shares | 498,875 | ||
Fair value of warrants (in Dollars) | $ 50,000 | ||
Warrants per units (in Dollars per share) | $ 0.108 | ||
Expected volatility | 10.30% | ||
Risk-free interest rate | 2.92% | ||
Expected life | 1 year 4 months 17 days | ||
Exercise price (in Dollars per share) | $ 11.5 | ||
Stock price (in Dollars per share) | $ 9.76 | ||
Class A Common Stock [Member] | |||
Stockholder's Equity [Line Items] | |||
Common stock, shares authorized | 25,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | ||
Common stock, shares issued | 558,875 | ||
Common stock, shares outstanding | 558,875 | ||
Shares subject to possible redemption (in Dollars) | $ 9,775,000 | ||
Class B Common Stock [Member] | |||
Stockholder's Equity [Line Items] | |||
Common stock, shares authorized | 4,500,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.01 | |
Common stock, shares issued | 2,443,750 | ||
Common stock, shares outstanding | 2,443,750 | ||
Business Combination [Member] | |||
Stockholder's Equity [Line Items] | |||
Business combination, description | 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 Company’s initial Business Combination at an issue price or effective issue price (the “Newly Issued Price”) of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s founders or their affiliates, without taking into account any shares held by the Company’s founders 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 Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average reported trading price of Class A Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination (the “Fair Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Fair Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Fair Market Value and the Newly Issued Price. | ||
Rights [Member] | Business Combination [Member] | |||
Stockholder's Equity [Line Items] | |||
Business combination, description | the Company issued 9,775,000 Rights in connection with the IPO. Substantially concurrently with the closing of the IPO, the Company issued 478,875 Rights to the Company’s Sponsor and 20,000 rights to US Tiger. Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one-tenth (1/10) of common stock upon consummation of the initial Business Combination. In the event the Company will not be the surviving company upon completion of the initial Business Combination, each holder of a Right will automatically receive the kind and amount of securities or properties of the surviving entity that each one-tenth (1/10) of one share of Class A Common Stock of the Company is entitled to receive upon consummation of the Business Combination. The Company will not issue fractional shares upon conversion of the Rights. As a result, holder must convert Rights in multiples of 10 in order to receive shares upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless. | ||
Warrant [Member] | |||
Stockholder's Equity [Line Items] | |||
Rights outstanding | 10,273,875 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Provision | 11 Months Ended |
Dec. 31, 2022 USD ($) | |
Current | |
Federal | $ 233,530 |
State | 162,723 |
Deferred | |
Federal | (69,606) |
State | (29,831) |
Valuation allowance | 99,437 |
Income tax provision | $ 396,253 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Rate | 11 Months Ended |
Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |
U.S. federal statutory rate | 21% |
State income tax, net of federal benefit | 11.50% |
Permanent difference | 4.50% |
Change in valuation allowance | 12.50% |
Effective tax rate | 49.50% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Net Deferred Tax Assets | Dec. 31, 2022 USD ($) |
Deferred tax assets(liability): | |
Start up costs | $ 99,437 |
Valuation allowance | (99,437) |
Total deferred tax assets(liability), net |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 11 Months Ended | ||||
Jul. 20, 2023 | Jun. 20, 2023 | Jun. 16, 2023 | Dec. 31, 2022 | Mar. 17, 2023 | |
Subsequent Event [Line Items] | |||||
Public per share (in Dollars per share) | $ 0.25 | ||||
Outstanding principal amount payable | $ 10 | ||||
Unsecured promissory note | $ 100,000 | ||||
Redemption shares (in Shares) | 4,791,507 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate deposited | $ 977,500 | ||||
Public per share (in Dollars per share) | $ 0.1 | ||||
Public shares, description | (i) $100,000 for all Public Shares and (ii) $0.04 for each Public Share for each one-month extension. On June 20, 2023, a certificate of amendment to the Charter (the “Charter Amendment”) was filed with the State of Delaware, effective on the same date. | ||||
Monthly extension payment | $ 100,000 | $ 100,000 | |||
Sponsor [Member] | |||||
Subsequent Event [Line Items] | |||||
Public per share (in Dollars per share) | $ 10 |