Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | ESH ACQUISITION CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001918661 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41718 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-4000684 | |
Entity Address, Address Line One | 228 Park Ave S | |
Entity Address, Address Line Two | Suite 89898 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003 | |
City Area Code | 212 | |
Local Phone Number | 212-287-5022 | |
Entity Interactive Data Current | Yes | |
Units | ||
Document Information Line Items | ||
Trading Symbol | ESHAU | |
Title of 12(b) Security | Units | |
Security Exchange Name | NASDAQ | |
Class A shares | ||
Document Information Line Items | ||
Trading Symbol | ESHA | |
Title of 12(b) Security | Class A shares | |
Security Exchange Name | NASDAQ | |
Rights | ||
Document Information Line Items | ||
Trading Symbol | ESHAR | |
Title of 12(b) Security | Rights | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 11,787,500 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets | |||
Cash | $ 1,968,602 | $ 44,963 | |
Prepaid expenses | 36,975 | ||
Short-term prepaid insurance | 281,681 | ||
Total Current Assets | 2,288,694 | 44,963 | |
Deferred offering costs | 414,030 | ||
Long-term prepaid insurance | 197,959 | ||
Investments held in Trust Account | 118,425,010 | ||
TOTAL ASSETS | 120,911,663 | 458,993 | |
Current liabilities | |||
Accounts payable and accrued expenses | 104,335 | 203,265 | |
Franchise tax payable | 150,000 | 1,500 | |
Income taxes payable | 401,037 | ||
Promissory note – related party | 249,560 | ||
TOTAL LIABILITIES | 655,372 | 454,325 | |
Commitments and Contingencies | |||
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION | |||
Class A common stock subject to possible redemption, 11,500,000 shares at redemption value of $10.25 per share at September 30, 2023 and none at December 31, 2022 | 117,873,973 | ||
STOCKHOLDERS’ EQUITY | |||
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |||
Additional paid-in capital | 1,492,085 | 24,712 | |
Retained earnings (Accumulated deficit) | 889,917 | (20,332) | |
TOTAL STOCKHOLDERS’ EQUITY | 2,382,318 | 4,668 | [1] |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY | 120,911,663 | 458,993 | |
Class A Common Stock | |||
STOCKHOLDERS’ EQUITY | |||
Common stock, value | 28 | [2] | |
Class B Common Stock | |||
STOCKHOLDERS’ EQUITY | |||
Common stock, value | 288 | 288 | [2] |
Related Party | |||
Current assets | |||
Due from Sponsor | $ 1,436 | ||
[1] Included up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). At December 31, 2022, included up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | |
Common stock subject to possible redemption, shares | 11,500,000 | 11,500,000 | |
Common stock subject to possible redemption per shares (in Dollars per share) | $ 10.25 | $ 10.25 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | [1] |
Common stock, shares authorized | 100,000,000 | 100,000,000 | [1] |
Common stock, shares issued | 287,500 | 0 | [1] |
Common stock, shares outstanding | 287,500 | 0 | [1] |
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | [1] |
Common stock, shares authorized | 10,000,000 | 10,000,000 | [1] |
Common stock, shares issued | 2,875,000 | 2,875,000 | [1] |
Common stock, shares outstanding | 2,875,000 | 2,875,000 | [1] |
[1] At December 31, 2022, included up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
General and administrative expenses | $ 192,915 | $ 4,018 | $ 235,785 | $ 15,383 | |
Franchise tax expense | 50,000 | 152,939 | 1,050 | ||
Loss from operations | (242,915) | (4,018) | (388,724) | (16,433) | |
Other income: | |||||
Interest earned on investments held in Trust Account | 1,522,943 | 1,700,010 | |||
Total other income | 1,522,943 | 1,700,010 | |||
Income (loss) before provision for income taxes | 1,280,028 | (4,018) | 1,311,286 | (16,433) | |
Provision for income taxes | (381,808) | (401,037) | |||
Net income (loss) | $ 898,220 | $ (4,018) | $ 910,249 | $ (16,433) | |
Class A Common Stock | |||||
Other income: | |||||
Basic and diluted weighted average shares outstanding, Class A common stock (in Shares) | 11,787,500 | 4,593,658 | |||
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.06 | $ 0.13 | |||
Diluted weighted average shares outstanding, Class A common stock (in Shares) | 11,787,500 | 4,593,658 | |||
Diluted net income (loss) per share (in Dollars per share) | $ 0.06 | $ 0.12 | |||
Class B Common Stock | |||||
Other income: | |||||
Basic and diluted weighted average shares outstanding, Class A common stock (in Shares) | [1] | 2,875,000 | 2,500,000 | 2,646,140 | 2,500,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.06 | $ 0 | $ 0.13 | $ (0.01) | |
Diluted weighted average shares outstanding, Class A common stock (in Shares) | [1] | 2,875,000 | 2,500,000 | 2,875,000 | 2,500,000 |
Diluted net income (loss) per share (in Dollars per share) | $ 0.06 | $ 0 | $ 0.12 | $ (0.01) | |
[1] At December 31, 2022, excluded an aggregate of 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Stock subscription receivable | Total | |
Balance at Dec. 31, 2021 | [1] | $ 288 | $ 24,712 | $ (864) | $ (25,000) | $ (864) | |
Balance (in Shares) at Dec. 31, 2021 | [1] | 2,875,000 | |||||
Collection of subscription receivable | 25,000 | 25,000 | |||||
Net Income (loss) | (584) | (584) | |||||
Balance at Mar. 31, 2022 | [1] | $ 288 | 24,712 | (1,488) | 23,552 | ||
Balance (in Shares) at Mar. 31, 2022 | [1] | 2,875,000 | |||||
Balance at Dec. 31, 2021 | [1] | $ 288 | 24,712 | (864) | (25,000) | (864) | |
Balance (in Shares) at Dec. 31, 2021 | [1] | 2,875,000 | |||||
Net Income (loss) | (16,433) | ||||||
Balance at Sep. 30, 2022 | [1] | $ 288 | 24,712 | (17,297) | 7,703 | ||
Balance (in Shares) at Sep. 30, 2022 | [1] | 2,875,000 | |||||
Balance at Mar. 31, 2022 | [1] | $ 288 | 24,712 | (1,488) | 23,552 | ||
Balance (in Shares) at Mar. 31, 2022 | [1] | 2,875,000 | |||||
Net Income (loss) | (11,831) | (11,831) | |||||
Balance at Jun. 30, 2022 | [1] | $ 288 | 24,712 | (13,279) | 11,721 | ||
Balance (in Shares) at Jun. 30, 2022 | [1] | 2,875,000 | |||||
Net Income (loss) | (4,018) | (4,018) | |||||
Balance at Sep. 30, 2022 | [1] | $ 288 | 24,712 | (17,297) | 7,703 | ||
Balance (in Shares) at Sep. 30, 2022 | [1] | 2,875,000 | |||||
Balance at Dec. 31, 2022 | [1] | $ 288 | 24,712 | (20,332) | 4,668 | ||
Balance (in Shares) at Dec. 31, 2022 | [1] | 2,875,000 | |||||
Net Income (loss) | (2,867) | (2,867) | |||||
Balance at Mar. 31, 2023 | [1] | $ 288 | 24,712 | (23,199) | 1,801 | ||
Balance (in Shares) at Mar. 31, 2023 | [1] | 2,875,000 | |||||
Balance at Dec. 31, 2022 | [1] | $ 288 | 24,712 | (20,332) | 4,668 | ||
Balance (in Shares) at Dec. 31, 2022 | [1] | 2,875,000 | |||||
Issuance of Representative Shares | $ 2,239,466 | ||||||
Issuance of Representative Shares (in Shares) | 287,500 | ||||||
Net Income (loss) | $ 910,249 | ||||||
Balance at Sep. 30, 2023 | $ 28 | $ 288 | 1,492,085 | 889,917 | 2,382,318 | ||
Balance (in Shares) at Sep. 30, 2023 | 287,500 | 2,875,000 | |||||
Balance at Mar. 31, 2023 | [1] | $ 288 | 24,712 | (23,199) | 1,801 | ||
Balance (in Shares) at Mar. 31, 2023 | [1] | 2,875,000 | |||||
Sale of 7,470,000 Private Placement Warrants | 7,470,000 | 7,470,000 | |||||
Fair value of rights included in Public units | 1,398,400 | 1,398,400 | |||||
Allocated value of transaction costs to Class A shares | (115,203) | (115,203) | |||||
Issuance of Representative Shares | $ 28 | 2,239,438 | 2,239,466 | ||||
Issuance of Representative Shares (in Shares) | 287,500 | ||||||
Remeasurement of Class A common stock subject to possible redemption | (8,434,127) | (8,434,127) | |||||
Net Income (loss) | 14,896 | 14,896 | |||||
Balance at Jun. 30, 2023 | $ 28 | $ 288 | 2,583,220 | (8,303) | 2,575,233 | ||
Balance (in Shares) at Jun. 30, 2023 | 287,500 | 2,875,000 | |||||
Remeasurement of Class A common stock subject to possible redemption | (1,091,135) | (1,091,135) | |||||
Net Income (loss) | 898,220 | 898,220 | |||||
Balance at Sep. 30, 2023 | $ 28 | $ 288 | $ 1,492,085 | $ 889,917 | $ 2,382,318 | ||
Balance (in Shares) at Sep. 30, 2023 | 287,500 | 2,875,000 | |||||
[1] Included up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Jun. 30, 2023 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Private Placement Warrants | $ 7,470,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 910,249 | $ (16,433) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (1,700,010) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (11,975) | |
Short-term prepaid insurance | (281,681) | |
Long term prepaid insurance | (197,959) | |
Due from Sponsor | (1,436) | |
Accounts payable and accrued expenses | 26,070 | (25,000) |
Franchise tax payable | 148,500 | 1,050 |
Income taxes payable | 401,037 | |
Net cash used in operating activities | (707,205) | (40,383) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (116,725,000) | |
Net cash used in investing activities | (116,725,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 112,700,000 | |
Proceeds from sale of Private Placements Warrants | 7,470,000 | |
Repayment of promissory note - related party | (249,560) | |
Proceeds received for stock subscription receivable | 25,000 | |
Proceeds from promissory note - related party | 222,000 | |
Payment of offering costs | (564,596) | (158,618) |
Net cash provided by financing activities | 119,355,844 | 88,382 |
Net Change in Cash | 1,923,639 | 47,999 |
Cash – Beginning of period | 44,963 | |
Cash – End of period | 1,968,602 | 47,999 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued expenses | 75,000 | 122,851 |
Offering costs paid via promissory notes | $ 27,560 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS ESH Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on November 17, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from November 17, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on June 13, 2023. On June 16, 2023, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,470,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, ESH Sponsor LLC, a limited liability company, which is an affiliate of members of the board of directors and management team (the “Sponsor”), and I-Bankers Securities, Inc. (“I-Bankers”) and Dawson James (“Dawson James”), the representative of the underwriters of the initial Public Offering, generating gross proceeds of $7,470,000, which is described in Note 4. Transaction costs amounted to $5,368,092, consisting of $2,300,000 of cash underwriting discount, $2,239,466 fair value of representative shares, and $828,626 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any Marketing Fee, as defined in Note 6, held in Trust Account) at the time the Company signs a definitive agreement in connection with 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 is not required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Following the closing of the Initial Public Offering on June 16, 2023, an amount of $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in the trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below. The Company will provide holders of the Company’s outstanding Public Shares sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.15 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the Marketing Fee the Company will pay to the underwriters (as discussed in Note 6). The Public Shares will be recorded at a redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to the amended and restated certificate of incorporation adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Initial Stockholders will agree not to propose an amendment to the Certificate of Incorporation (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. The Company will have only 18 months from the closing of the Initial Public Offering, or until December 16, 2024, to complete the initial Business Combination. On July 20, 2023, the Company issued a press release announcing that, on July 21, 2023, the Units will no longer trade, and that the Company’s common stock and rights, which together comprise the units will commence trading separately. The common stock and rights will be listed on the Nasdaq Global Market and trade with the ticker symbols “ESHA,” and “ESHAR,” respectively. This is a mandatory and automatic separation, and no action is required by the holders of Units. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (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 (which interest shall be net of taxes payable, and less up to $100,000 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the 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 warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period. The Initial Stockholders will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters will agree to waive their rights to the Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, less franchise and income taxes payable. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management is currently evaluating the impact of the current global economic uncertainty, rising interest rates, high inflation, high energy prices, supply chain disruptions, the Israel-Hamas conflict and the Russia-Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude, or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on June 15, 2023, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 23, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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 the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,968,602 and $44,963 of cash as of September 30, 2023 and December 31, 2022, respectively, and no cash equivalents. Investments Held in Trust Account At September 30, 2023, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. treasury securities. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature . Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2, or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Offering Costs Offering costs consisted of legal, accounting, and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at September 30, 2023, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023, 11,500,000 Class A common stock subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the accompanying condensed balance sheets. There were none outstanding at December 31, 2022. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (1,398,400 ) Class A common stock issuance costs (5,252,889 ) Plus: Remeasurement of carrying value to redemption value 9,525,262 Class A Common Stock subject to possible redemption, September 30, 2023 $ 117,873,973 Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounted for the rights issued in connection with the Initial Public Offering and the warrants issued in connection with the Private Placement as equity-classified instruments in accordance with ASC 815 as they did not meet the liability criteria (i.e. cashless exercises). Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of September 30, 2023. The Company’s effective tax rate was 29.83% and 0.00% for the three months ended September 30, 2023 and 2022, respectively, and 30.58% and 0.00% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets. 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 September 30, 2023 and 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 is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the rights and warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 8,620,000 shares of its Class A common stock in the calculation of diluted net income (loss) per share, since their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income (loss) per share Numerator: Allocation of net income (loss) $ 722,098 $ 176,122 $ — $ (4,018 ) $ 577,554 $ 332,695 $ — $ (16,433 ) Denominator: Basic weighted average shares outstanding 11,787,500 2,875,000 — 2,500,000 4,593,658 2,646,140 — 2,500,000 Basic net income (loss) per share $ 0.06 $ 0.06 $ — $ (0.00 ) $ 0.13 $ 0.13 $ — $ (0.01 ) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 722,098 $ 176,122 $ — $ (4,018 ) $ 559,856 $ 350,393 $ — $ (16,433 ) Denominator: Diluted weighted average shares outstanding 11,787,500 2,875,000 — 2,500,000 4,593,658 2,875,000 — 2,500,000 Diluted net income (loss) per share $ 0.06 $ 0.06 $ — $ (0.00 ) $ 0.12 $ 0.12 $ — $ (0.01 ) Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 11,500,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,500,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one right. Each Public Right entitles the holder thereof to receive one-tenth (1/10) of one shares of Class A common stock upon the consummation of the initial business combination. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor, I-Bankers and Dawson James purchased an aggregate of 7,470,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $7,470,000 in the aggregate, in a private placement. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account so that the Trust Account holds $10.15 per unit sold. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be redeemable and exercisable on a cashless basis. The Sponsor and the Company’s officers and directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On December 17, 2021, the Sponsor subscribed to purchase 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”) for a subscription price of $25,000. Such subscription receivable was paid in full on March 9, 2022. On May 8, 2023, the Sponsor surrendered an aggregate of 5,750,000 shares of its Class B common stock for no consideration, which were cancelled, resulting in the initial stockholders holding an aggregate of 2,875,000 founder shares. The Initial Stockholders agreed to forfeit up to 375,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Representative Shares). If the Company increased or decreased the size of the offering, the Company would effect a stock dividend or share contribution back to capital, as applicable, immediately prior to the consummation of the Initial Public Offering in such amount as to maintain the Founder Share ownership of the Company’s stockholders prior to the Initial Public Offering at 20.0% of the Company’s issued and outstanding common stock upon the consummation of the Initial Public Offering (excluding the Representative Shares, as defined below). On June 16, 2023, the underwriters exercised their over-allotment option in full as part of the initial closing of the Initial Public Offering. As such, the 375,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders will agree not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “lock-up”). Notwithstanding the foregoing, if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans Promissory Note to Sponsor On December 17, 2021 and as amended on May 9, 2023, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest bearing, unsecured and due upon the earlier of (x) June 30, 2023 (as amended), and (y) the closing of the Initial Public Offering. The outstanding balance of $249,560 was repaid at the closing of the Initial Public Offering on June 16, 2023. As of September 30, 2023, this facility is no longer available. Due from Sponsor At the closing of the Initial Public Offering on June 16, 2023, a portion of the proceeds from the sale of the Private Placement Warrants in the amount of $45,440 was due to the Company to be held outside of the Trust Account for working capital purposes. On June 21, 2023, the Sponsor paid the Company an amount of $30,292 to partially settle the outstanding balance. In July 2023, the Sponsor paid $13,712 expense reimbursements on behalf of the Company. As of September 30, 2023, the Sponsor owes the Company an outstanding amount of $1,436. Working Capital Loan In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement The Company entered into an agreement, commencing on June 13, 2023 through the earlier of consummation of the initial Business Combination and the Company’s liquidation, to reimburse an affiliate of the Company’s officers $5,000 per month for office space, utilities, secretarial support and other administrative and consulting services. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. For the three and nine months ended September 30, 2023, the Company incurred and paid $15,000 and $17,795 in fees for these services, respectively. For the three and nine months ended September 30, 2022, the Company did not incur any such fees for these services. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants (and underlying securities) and private placement warrants that may be issued upon conversion of Working Capital Loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On June 16, 2023, the Company issued to I-Bankers 258,750 shares of Class A common stock and to Dawson James 28,750 shares of Class A common stock at the closing of the Initial Public Offering (collectively, the “Representative Shares”). The Company determined the fair value of the 287,500 representative shares to be $2,239,466 (or $7.789 per share) using the Probability-Weighted Expected Return Method (PWERM) Model. The fair value of the shares granted to the underwriters utilized the following assumptions: (1) expected volatility of 5.7%, (2) risk-free interest rate of 5.15%, (3) expected life of 1.17 years, and (4) implied discount for lack of marketability (DLOM) of 1.4%. Accordingly, the fair value of $2,239,466 were accounted for as offering costs at the closing of the Initial Public Offering. The representative shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the commencement of sales in this offering. Pursuant to FINRA Rule 511I)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in this offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales in this offering, except to any underwriters and selected dealer participating in the offering and their bona fide officers or partners. The underwriters were also entitled to an underwriting discount of $0.20 per unit, or $2.3 million in the aggregate, which was paid upon the closing of the Initial Public Offering. Business Combination Marketing Agreement The Company entered into a business combination marketing agreement (the “Business Combination Marketing Agreement”) with the underwriters, I-Bankers and Dawson James, to assist the Company in holding meetings with the stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the initial Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. Pursuant to the Business Combination Marketing Agreement, the Company will pay I-Bankers and Dawson James, collectively, 3.5% of the gross proceeds of the Initial Public Offering, or $4.03 million in the aggregate (the “Marketing Fee”). The Marketing Fee will become payable to I-Bankers and Dawson James from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination with a target introduced to the Company by I-Bankers. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock — Class A Common Stock — Class B Common Stock — Holders of the Class B common stock will have the right to appoint all of the Company’s directors prior to an initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class, except as required by law or stock exchange rule; provided, that the holders of Class B common stock will be entitled to vote as a separate class to increase the authorized number of shares of Class B common stock. Each share of common stock will have one vote on all such matters. The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (excluding the Representative Shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Rights — Warrants Each Private Placement Warrant entitles the registered holder to purchase one share of the Class A common stock at a price of $11.50 per share, at any time commencing on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of the initial Business Combination. The Private Placement Warrants will expire five The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its reasonable best efforts to file, and within 60 business days after the closing the Initial Business Combination, to have declared effective, a registration statement relating to the shares of Class A common stock issuable upon exercise of the Private Placement Warrants and to maintain the effectiveness of such registration statement, and a current prospectus relating to those shares of Class A common stock until the Private Placement Warrants expire. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Private Placement Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants. Once the Private Placement Warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 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 on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company may not redeem the Private Placement Warrants when a holder may not exercise such warrants. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Private Placement Warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price (for whole shares) after the redemption notice is issued. If the Company calls the Private Placement Warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise their warrant to do so on a “cashless basis”. In determining whether to require all holders to exercise their Private Placement Warrants on a “cashless basis,” the Company will consider, among other factors, the cash position, the number of Private Placement Warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the Private Placement Warrants. If the Company takes advantage of this option, all holders of the Private Placement Warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2023, assets held in the Trust Account were comprised of $118,425,010 in money market funds which are invested primarily in U.S. Treasury Securities. Through September 30, 2023, the Company has not withdrawn any income earned from the Trust Account to pay certain tax obligations. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 118,425,010 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on June 15, 2023, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on June 23, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement 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 the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,968,602 and $44,963 of cash as of September 30, 2023 and December 31, 2022, respectively, and no cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2023, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. treasury securities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature . Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2, or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the warrants were charged to equity. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at September 30, 2023, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023, 11,500,000 Class A common stock subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the accompanying condensed balance sheets. There were none outstanding at December 31, 2022. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (1,398,400 ) Class A common stock issuance costs (5,252,889 ) Plus: Remeasurement of carrying value to redemption value 9,525,262 Class A Common Stock subject to possible redemption, September 30, 2023 $ 117,873,973 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounted for the rights issued in connection with the Initial Public Offering and the warrants issued in connection with the Private Placement as equity-classified instruments in accordance with ASC 815 as they did not meet the liability criteria (i.e. cashless exercises). |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of September 30, 2023. The Company’s effective tax rate was 29.83% and 0.00% for the three months ended September 30, 2023 and 2022, respectively, and 30.58% and 0.00% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to the valuation allowance on the deferred tax assets. 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 September 30, 2023 and 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 is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of the rights and warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 8,620,000 shares of its Class A common stock in the calculation of diluted net income (loss) per share, since their exercise is contingent upon future events. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income (loss) per share Numerator: Allocation of net income (loss) $ 722,098 $ 176,122 $ — $ (4,018 ) $ 577,554 $ 332,695 $ — $ (16,433 ) Denominator: Basic weighted average shares outstanding 11,787,500 2,875,000 — 2,500,000 4,593,658 2,646,140 — 2,500,000 Basic net income (loss) per share $ 0.06 $ 0.06 $ — $ (0.00 ) $ 0.13 $ 0.13 $ — $ (0.01 ) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 722,098 $ 176,122 $ — $ (4,018 ) $ 559,856 $ 350,393 $ — $ (16,433 ) Denominator: Diluted weighted average shares outstanding 11,787,500 2,875,000 — 2,500,000 4,593,658 2,875,000 — 2,500,000 Diluted net income (loss) per share $ 0.06 $ 0.06 $ — $ (0.00 ) $ 0.12 $ 0.12 $ — $ (0.01 ) |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Class A Common Stock Subject to Possible Redemption | The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Rights (1,398,400 ) Class A common stock issuance costs (5,252,889 ) Plus: Remeasurement of carrying value to redemption value 9,525,262 Class A Common Stock subject to possible redemption, September 30, 2023 $ 117,873,973 |
Schedule of Net Income (Loss) Per Share of Common Stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic net income (loss) per share Numerator: Allocation of net income (loss) $ 722,098 $ 176,122 $ — $ (4,018 ) $ 577,554 $ 332,695 $ — $ (16,433 ) Denominator: Basic weighted average shares outstanding 11,787,500 2,875,000 — 2,500,000 4,593,658 2,646,140 — 2,500,000 Basic net income (loss) per share $ 0.06 $ 0.06 $ — $ (0.00 ) $ 0.13 $ 0.13 $ — $ (0.01 ) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Diluted net income (loss) per share Numerator: Allocation of net income (loss) $ 722,098 $ 176,122 $ — $ (4,018 ) $ 559,856 $ 350,393 $ — $ (16,433 ) Denominator: Diluted weighted average shares outstanding 11,787,500 2,875,000 — 2,500,000 4,593,658 2,875,000 — 2,500,000 Diluted net income (loss) per share $ 0.06 $ 0.06 $ — $ (0.00 ) $ 0.12 $ 0.12 $ — $ (0.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value Measurements | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, Assets: Investments held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 118,425,010 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 9 Months Ended | |
Jun. 16, 2023 | Sep. 30, 2023 | |
Description of Organization and Business Operations [Line Items] | ||
Units issued during the period shares (in Shares) | 287,500 | |
Initial public offering gross | $ 115,000,000 | |
Transaction costs | 5,368,092 | |
Cash underwriting discount | 2,300,000 | |
Fair value amount | 2,239,466 | |
Other offering costs | $ 828,626 | |
Fair market value, percentage | 80% | |
Acquires percentage | 50% | |
Net tangible assets | $ 5,000,001 | |
Public shares percentage | 15% | |
Interest to pay dissolution expenses | $ 100,000 | |
Remaining available per share (in Dollars per share) | $ 7.789 | |
IPO [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Units issued during the period shares (in Shares) | 11,500,000 | |
Price per share (in Dollars per share) | $ 10.15 | $ 10.15 |
Initial public offering gross | $ 116,725,000 | |
Generating gross proceeds | $ 7,470,000 | |
Remaining available per share (in Dollars per share) | $ 10.15 | |
Over-Allotment Option [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Units issued during the period shares (in Shares) | 1,500,000 | |
Price per share (in Dollars per share) | $ 10 | |
Initial public offering gross | $ 115,000,000 | |
Private Placement Warrants [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Sale of warrants (in Shares) | 7,470,000 | |
Price per warrant (in Dollars per share) | $ 1 | |
Business Combination [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Price per warrant (in Dollars per share) | $ 1 | |
Public shares percentage | 100% | |
Business Combination [Member] | Public Share [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
Price per share (in Dollars per share) | $ 10.15 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |||||
Cash (in Dollars) | $ 1,968,602 | $ 1,968,602 | $ 44,963 | ||
Common stock subject to possible redemption (in Shares) | 11,500,000 | 11,500,000 | 11,500,000 | ||
Effective tax rate | 29.83% | 0% | 30.58% | 0% | |
Statutory tax rate percentage | 21% | 21% | 21% | 21% | |
Private placement to purchase (in Shares) | 8,620,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Subject to Possible Redemption - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Class A Common Stock Subject To Possible Redemption [Abstract] | ||
Gross proceeds | $ 115,000,000 | |
Less: | ||
Proceeds allocated to Public Rights | (1,398,400) | |
Class A common stock issuance costs | (5,252,889) | |
Plus: | ||
Remeasurement of carrying value to redemption value | 9,525,262 | |
Class A Common Stock subject to possible redemption, September 30, 2023 | $ 117,873,973 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share of Common Stock - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Class A Common Stock [Member] | |||||
Numerator: | |||||
Allocation of net income (loss) | $ 722,098 | $ 577,554 | |||
Denominator: | |||||
Basic weighted average shares outstanding | 11,787,500 | 4,593,658 | |||
Basic net income (loss) per share | $ 0.06 | $ 0.13 | |||
Numerator: | |||||
Allocation of net income (loss) | $ 722,098 | $ 559,856 | |||
Denominator: | |||||
Diluted weighted average shares outstanding | 11,787,500 | 4,593,658 | |||
Diluted net income (loss) per share | $ 0.06 | $ 0.12 | |||
Class B Common Stock [Member] | |||||
Numerator: | |||||
Allocation of net income (loss) | $ 176,122 | $ (4,018) | $ 332,695 | $ (16,433) | |
Denominator: | |||||
Basic weighted average shares outstanding | 2,875,000 | 2,500,000 | 2,646,140 | 2,500,000 | |
Basic net income (loss) per share | $ 0.06 | $ 0 | $ 0.13 | $ (0.01) | |
Numerator: | |||||
Allocation of net income (loss) | $ 176,122 | $ (4,018) | $ 350,393 | $ (16,433) | |
Denominator: | |||||
Diluted weighted average shares outstanding | [1] | 2,875,000 | 2,500,000 | 2,875,000 | 2,500,000 |
Diluted net income (loss) per share | $ 0.06 | $ 0 | $ 0.12 | $ (0.01) | |
[1] At December 31, 2022, excluded an aggregate of 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Initial Public Offering (Detail
Initial Public Offering (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Initial Public Offering [Line Items] | |
Sale price (in Dollars per share) | $ / shares | $ 10.15 |
Common stock unit description | Each Unit consists of one share of Class A common stock and one right. |
IPO [Member] | |
Initial Public Offering [Line Items] | |
Sale offer units | shares | 11,500,000 |
Sale price (in Dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering [Line Items] | |
Sale offer units | shares | 1,500,000 |
Private Placement (Details)
Private Placement (Details) | Sep. 30, 2023 USD ($) $ / shares shares |
Private Placement (Details) [Line Items] | |
Trust account per share | $ 10.15 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Aggregate of warrants to purchase shares (in Shares) | shares | 7,470,000 |
Warrants price per share | $ 1 |
Aggregate amount (in Dollars) | $ | $ 7,470,000 |
Number of share (in Shares) | shares | 1 |
Class A Common Stock [Member] | Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Warrants price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 13, 2023 | Jul. 31, 2023 | Jul. 16, 2023 | Jun. 16, 2023 | May 08, 2023 | Dec. 17, 2021 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 21, 2023 | Mar. 09, 2022 | |
Related Party Transactions [Line Items] | ||||||||||||
Subscription price | $ 25,000 | |||||||||||
Sponsor surrendered shares (in Shares) | 5,750,000 | |||||||||||
Founder share (in Shares) | 2,875,000 | |||||||||||
Exceeds per share (in Dollars per share) | $ 12 | |||||||||||
Sponsor agreed loan amount | $ 300,000 | |||||||||||
Outstanding balance amount | $ 249,560 | $ 30,292 | ||||||||||
Expense reimbursements | $ 13,712 | |||||||||||
Working capital loans | $ 1,500,000 | |||||||||||
Administrative expanses | $ 5,000 | |||||||||||
Fees payable | $ 15,000 | $ 17,795 | ||||||||||
Over-Allotment Option [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Initial stockholders agreed to forfeit (in Shares) | 375,000 | |||||||||||
Private Placement Warrants [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Warrants amount | $ 45,440 | |||||||||||
Class B Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Initial stockholders agreed to forfeit (in Shares) | 375,000 | |||||||||||
Underwriters [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Founder share, percentage | 20% | |||||||||||
Founder shares [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Founder share, percentage | 20% | |||||||||||
Business Combination [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
(in Dollars per share) | $ 1 | $ 1 | ||||||||||
Due from Sponsor [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Outstanding amount | $ 1,436 | $ 1,436 | ||||||||||
Founder shares [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Initial stockholders agreed to forfeit (in Shares) | 375,000 | |||||||||||
Founder shares [Member] | Over-Allotment Option [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Initial stockholders agreed to forfeit (in Shares) | 375,000 | |||||||||||
Founder shares [Member] | Class B Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Shares purchased (in Shares) | 8,625,000 | |||||||||||
Par value per share | $ 0.0001 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 16, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Commitments and Contingencies [Line Items] | |||
Representative shares | 287,500 | ||
Issuance of Representative Shares | $ 2,239,466 | $ 2,239,466 | |
Share price per share | $ 7.789 | ||
Expected volatility | 5.70% | ||
Risk-free interest rate | 5.15% | ||
Expected life | 1 year 2 months 1 day | ||
Implied discount | 1.40% | ||
Offering costs | $ 2,239,466 | ||
Lock uo period | 180 days | ||
Underwriting discount per share | $ 0.2 | ||
Underwriting discount of aggregate amount | $ 2,300,000 | ||
Gross proceeds percentage | 3.50% | ||
IPO [Member] | |||
Commitments and Contingencies [Line Items] | |||
Representative shares | 11,500,000 | ||
Share price per share | $ 10.15 | ||
Aggregate cost | $ 4,030,000 | ||
I-Bankers [Member] | |||
Commitments and Contingencies [Line Items] | |||
Representative shares | 258,750 | ||
Dawson James [Member] | |||
Commitments and Contingencies [Line Items] | |||
Representative shares | 28,750 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Jul. 16, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Jun. 16, 2023 | ||
Stockholders’ Equity [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Founder Shares represent issued and outstanding, percentage | 20% | ||||
Common stock, voting rights | one | ||||
Converted basis percentage | 20% | ||||
Warrant price per hare (in Dollars per share) | $ 11.5 | ||||
Expires year | 5 years | ||||
Exceeds per share (in Dollars per share) | $ 7.789 | ||||
Redemption trigger price percentage | 18% | ||||
Class B common stock [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Shares subject to forfeiture | 375,000 | ||||
Per warrant (in Dollars per share) | $ 10 | ||||
Class A common stock [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | [1] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | [1] | ||
Common stock, shares issued | 287,500 | 0 | [1] | ||
Common stock, shares outstanding | 287,500 | 0 | [1] | ||
Common Stock Subject to Possible Redemption | 11,500,000 | ||||
Warrant price per hare (in Dollars per share) | $ 11.5 | ||||
Exceeds per share (in Dollars per share) | $ 18 | ||||
Class B common stock [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | [1] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | [1] | ||
Common stock, shares issued | 2,875,000 | 2,875,000 | [1] | ||
Common stock, shares outstanding | 2,875,000 | 2,875,000 | [1] | ||
Shares subject to forfeiture | 375,000 | ||||
Rights [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Warrants outstanding | 11,500,000 | 0 | |||
Warrant [Member] | |||||
Stockholders’ Equity [Line Items] | |||||
Warrants outstanding | 7,470,000 | 0 | |||
Per warrant (in Dollars per share) | $ 0.01 | ||||
[1] At December 31, 2022, included up to 375,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurements [Abstract] | ||
Asset, Held-in-Trust, Noncurrent | $ 118,425,010 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value Measurements | Sep. 30, 2023 USD ($) |
Level [Member] | Fair Value, Recurring [Member] | |
Assets: | |
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund | $ 118,425,010 |