Cover Page
Cover Page - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | May 23, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | FY | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | GLOBAL STAR ACQUISITION INC. | |
Entity Central Index Key | 0001922331 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-41506 | |
Entity Tax Identification Number | 84-2508938 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1641 International Drive Unit 208 | |
Entity Address, City or Town | McLean | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22102 | |
City Area Code | 703 | |
Local Phone Number | 790-0717 | |
Auditor Location | New York | |
Auditor Firm ID | 688 | |
Auditor Name | Marcum LLP | |
Entity Voluntary Filers | No | |
ICFR Auditor Attestation Flag | false | |
Entity Public Float | $ 98,256,000 | |
Entity Well-known Seasoned Issuer | No | |
Document Annual Report | true | |
Units Each Consisting Of One Share Of Class A Common Stock And One Redeemable Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | |
Trading Symbol | GLSTU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock 0.0001 Par Value Per Share [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common stock, $0.0001 par value per share | |
Trading Symbol | GLST | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Class A Common Stock At An Exercise Price Of 11.50 Per Share [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | GLSTW | |
Security Exchange Name | NASDAQ | |
Rights Exchangeable Into One Tenth Of One Share Of Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights, exchangeable into one-tenth of the share of Class A common stock | |
Trading Symbol | GLSTUR | |
Security Exchange Name | NASDAQ | |
Redeemable Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,200,000 | |
Non-Redeemable Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 613,225 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,300,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Current Assets: | |||
Cash | $ 877,560 | $ 0 | |
Prepaid expenses | 0 | 25,071 | |
Other current assets | 231,528 | 0 | |
Due from Sponsor | 0 | 25,000 | |
Total Current Assets | 1,109,088 | 50,071 | |
Investments held in the Trust Account | 95,134,678 | 0 | |
Deferred offering costs | 0 | 31,000 | |
Other assets | 49,526 | 0 | |
Total Assets | 96,293,292 | 81,071 | |
Current Liabilities: | |||
Accounts payable and accrued expenses | 184,204 | 0 | |
Accrued offering costs | 67,414 | 15,000 | |
Accrued Franchise Tax Payable Current | 201,596 | 1,596 | |
Advances from related party | 0 | 42,384 | |
Due to Sponsor | 15,094 | 0 | |
Accrued Income Taxes | 135,321 | 0 | |
Total Current Liabilities | 603,629 | 58,980 | |
Deferred underwriting commission | 3,220,000 | ||
Total liabilities | 3,823,629 | 58,980 | |
COMMITMENTS AND CONTINGENCIES (Note 6) | |||
Class A common stock subject to possible redemption at redemption value; 9,200,000 shares ($10.23 per share) | 94,797,761 | 0 | |
Stockholders' (deficit) equity: | |||
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Additional paid-in capital | 0 | 24,770 | |
Accumulated deficit | (2,328,390) | (2,909) | |
Total Stockholders' (Deficit) Equity | (2,328,098) | 22,091 | |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' (Deficit) Equity | 96,293,292 | 81,071 | |
Common Class A [Member] | |||
Current Liabilities: | |||
Class A common stock subject to possible redemption at redemption value; 9,200,000 shares ($10.23 per share) | 94,797,761 | ||
Stockholders' (deficit) equity: | |||
Common stock | 62 | 0 | |
Common Class B [Member] | |||
Stockholders' (deficit) equity: | |||
Common stock | [1],[2] | $ 230 | $ 230 |
[1]On July 26, 2022, the Sponsor surrendered and forfeited 575,000 founder shares for no consideration following which the Sponsor holds 2,300,000 founder shares. All share amounts have been retroactively restated to reflect this surrender as discussed in Note 5.[2]Shares and the associated amounts have been retroactively restated to account for the share issuance on February 14, 2022 as discussed in Note 5. |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Jul. 26, 2022 | Dec. 31, 2021 |
Shares subject to possible redemption , redemption price per share | |||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Class A [Member] | |||
Shares subject to possible redemption | 9,200,000 | 0 | |
Shares subject to possible redemption , redemption price per share | $ 10.3 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 613,225 | 0 | |
Common stock, shares outstanding | 613,225 | 0 | |
Common Class B [Member] | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, shares issued | 2,300,000 | 2,300,000 | |
Common stock, shares outstanding | 2,300,000 | 2,300,000 | 2,300,000 |
Sponsor [Member] | Common Class B [Member] | |||
Stock Forfeiture During The Period Shares | 575,000 | ||
Stock Forfeiture During The Period Value | $ 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
OPERATING EXPENSES | |||
Administration fee - related party | $ 32,000 | $ 0 | |
General and administrative | 515,868 | 1,699 | |
TOTAL OPERATING EXPENSES | 547,868 | 1,699 | |
OTHER INCOME | |||
Income earned on Investments held in Trust Account | 844,178 | 0 | |
Interest income | 206 | 0 | |
Change in fair value of over-allotment liability | 7,619 | 0 | |
TOTAL OTHER INCOME | 852,003 | 0 | |
Income (loss) before provision for income taxes | 304,135 | (1,699) | |
Provision for income taxes | 135,321 | 0 | |
Net income (loss) | $ 168,814 | $ (1,699) | |
Common Class B [Member] | |||
OTHER INCOME | |||
Basic net loss per share of Class A common stock | $ 0.04 | $ 0 | |
Diluted net loss per share of Class A common stock | $ 0.04 | $ 0 | |
Non Redeemable Class A and B Common Stock [Member] | |||
OTHER INCOME | |||
Weighted average number of shares of Class A common stock outstanding, basic | [1],[2] | 2,238,462 | 2,000,000 |
Weighted average number of shares of Class A common stock outstanding, diluted | [1],[2] | 2,238,462 | 2,000,000 |
Redeemable Class A Common Stock [Member] | |||
OTHER INCOME | |||
Weighted average number of shares of Class A common stock outstanding, basic | 2,481,096 | 0 | |
Basic net loss per share of Class A common stock | $ 0.04 | $ 0 | |
Diluted net loss per share of Class A common stock | $ 0.04 | $ 0 | |
Redeemable Class A [Member] | |||
OTHER INCOME | |||
Weighted average number of shares of Class A common stock outstanding, basic | 0 | ||
Weighted average number of shares of Class A common stock outstanding, diluted | 2,481,096 | 0 | |
Basic net loss per share of Class A common stock | $ 0 | ||
Diluted net loss per share of Class A common stock | $ 0 | ||
[1]On July 26, 2022, the Sponsor surrendered and forfeited 575,000 founder shares for no consideration following which the Sponsor holds 2,300,000 founder shares. All share amounts have been retroactively restated to reflect this surrender as discussed in Note 5.[2]Shares and the associated amounts have been retroactively restated to account for the share issuance on February 14, 2022 as discussed in Note 5. |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - Common Class B [Member] - USD ($) | Dec. 31, 2022 | Jul. 26, 2022 | Dec. 31, 2021 |
Common stock, shares outstanding | 2,300,000 | 2,300,000 | 2,300,000 |
Sponsor [Member] | |||
Stock forfeiture during the period shares | 575,000 | ||
Stock forfeiture during the period value | $ 0 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] | [1],[2],[3] |
Beginning Balance, Shares at Dec. 31, 2020 | 0 | 2,300,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 23,790 | $ 24,770 | $ (1,210) | $ 0 | $ 230 | |
Net (loss) income | (1,699) | 0 | (1,699) | $ 0 | $ 0 | |
Ending Balance, Shares at Dec. 31, 2021 | 0 | 2,300,000 | ||||
Ending balance at Dec. 31, 2021 | 22,091 | 24,770 | (2,909) | $ 0 | $ 230 | |
Net (loss) income | 168,814 | 0 | 168,814 | 0 | 0 | |
Sale of Units in Public Offering, net of offering costs | 436,226 | 436,226 | 0 | 0 | 0 | |
Proceeds from Private Placement Units, net of offering costs | 4,952,607 | 4,952,607 | 0 | $ 50 | 0 | |
Proceeds from Private Placement Units, net of offering costs, shares | 498,225 | |||||
Proceeds from Sale of Rights, net of costs | 61,072 | 61,072 | 0 | $ 0 | $ 0 | |
Class A common stock issued to representative , shares | 115,000 | 0 | ||||
Class A common stock issued to representative | 79,350 | 79,338 | 0 | $ 12 | $ 0 | |
Remeasurement adjustment of Class A ordinary shares to redemption value | (8,048,308) | (5,554,013) | (2,494,295) | $ 0 | $ 0 | |
Ending Balance, Shares at Dec. 31, 2022 | 613,225 | 2,300,000 | ||||
Ending balance at Dec. 31, 2022 | $ (2,328,098) | $ 0 | $ (2,328,390) | $ 62 | $ 230 | |
[1]Includes an aggregate of up to 300,000 shares of Class B common stock subject to forfeiture if the over- allotment option is not exercised in full or in part by the underwriters (see Note 5).[2]On July 26, 2022, the Sponsor surrendered and forfeited 575,000 founder shares for no consideration following which the Sponsor holds 2,300,000 founder shares. All share amounts have been retroactively restated to reflect this surrender as discussed in Note 5.[3]Shares and the associated amounts have been retroactively restated to account for the share issuance on February 14, 2022 as discussed in Note 5. |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) - Common Class B [Member] - USD ($) | 12 Months Ended | |
Jul. 26, 2022 | Dec. 31, 2022 | |
Weighted average number of shares, common stock subject to repurchase or cancellation | 300,000 | |
Common stock, shares outstanding | 2,300,000 | 2,300,000 |
Sponsor [Member] | ||
Stock Forfeiture During The Period Shares | 575,000 | |
Stock Forfeiture During The Period Value | $ 0 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ 168,814 | $ (1,699) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Income earned on Investments held in Trust Account | (844,178) | 0 |
Change in fair value of overallotment liability | (7,619) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 25,071 | (25,046) |
Other current assets | (231,528) | 0 |
Other assets | (49,526) | 0 |
Accounts payable and accrued expenses | 184,204 | 1,089 |
Accrued income taxes | 135,321 | 0 |
Accrued franchise tax payable | 200,000 | 0 |
Advances from related party | (42,384) | 41,656 |
Net cash (used in) provided by Operating Activities | (461,825) | 16,000 |
Cash Flows From Investing Activities: | ||
Cash deposited into Trust Account | (94,300,000) | 0 |
Net Cash used in Investing Activities | (94,300,000) | 0 |
Cash Flows From Financing Activities: | ||
Proceeds from sale of Units in Public Offering | 92,000,000 | 0 |
Proceeds from sale of Private Placement Warrants | 4,982,250 | 0 |
Payment of underwriter discounts and commissions | (920,000) | 0 |
Proceeds from sponsor | 25,000 | 0 |
Proceeds from sponsor note | 185,000 | 0 |
Repayment of sponsor note | (185,000) | 0 |
Due from Sponsor | 15,094 | 0 |
Payment of offering costs | (462,959) | (16,000) |
Net cash provided by (used in) Financing Activities | 95,639,385 | (16,000) |
Net change in cash | 877,560 | |
Cash at beginning of period | 0 | 0 |
Cash at end of period | 877,560 | 0 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred offering costs included in accrued offering costs | 52,414 | 15,000 |
Deferred underwriting costs | 3,220,000 | 0 |
Class A Ordinary Shares remeasurement to redemption value | $ 8,048,308 | $ 0 |
Description of Organization and
Description of Organization and Business Operations, Going Concern and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations, Going Concern and Basis of Presentation | Note 1— Description of Organization and Business Operations and Going Concern Global Star Acquisition, Inc. (the “Company”) is a blank check company incorporated in the State of Delaware on July 24, 2019, whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, which we refer to as our initial business combination. To date, our efforts have been limited to organizational activities as well as activities related to the initial public offering and the completion of its initial Business Combination. We have not selected any specific business combination target. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from July 24, 2019 (inception) through December 31, 2022, relates to organizational activities and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Global Star Acquisition 1 LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 19, 2022. On September 22, 2022, the Company consummated its initial public offering (the “IPO”) of 8,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, and one Right, with each Right entitling the holder to receive one-tenth Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 456,225 units (the “Private Placement Units”) to Global Star Acquisition 1 LLC, the sponsor of the Company (the “Sponsor”), at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,562,250 (the “Private Placement”) (see Note 4). On October 4, 2022, the Company consummated the closing of the sale of 1,200,000 additional units at a price of $10 per unit upon receiving notice of the underwriters’ election to exercise their overallotment option generating additional gross proceeds of 12.0 million. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 42,000 Private Placement Units to the Sponsor, generating gross proceeds of $420,000. As of December 31, 2022, transaction costs amounted to $4,788,510 consisting of $ of underwriting fees (net of underwriter reimbursements), $ , shares of Class A common stock as representative shares, in connection with the IPO. Upon close of the Initial Public Offering, the Company recorded additional issuance costs of $ paid-in one-month Nasdaq rules provide that at least 90% of the gross proceeds from the IPO and the sale of the placement units be deposited in a trust account. Of the net proceeds of the IPO and the sale of the placement units, $94,300,000, $10.25 per unit, was placed into a trust account in the United States with Continental Stock Transfer & Trust Company acting as trustee and Morgan Stanley Wealth Management acting as investment manager. These proceeds include $3,220,000 in deferred underwriting commissions. The proceeds in the trust account may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 The Company will provide its holders of the outstanding Public Shares (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. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. The Company will provide its holders of the outstanding Public Shares (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. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. The Company will have until September 22, 2023, to consummate a Business Combination. If we do not complete our initial business combination within 12 months from the closing of the IPO (or up to 21 months by depositing into the trust account for each one-month pre-initial one-month one-month Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.25 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.25 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. As of December 31, 2022, the Company had cash of and $95,134,678 of Investments in Trust Account to be used for its Business Combination or to repurchase or redeem Public Shares in connection therewith. The Company may raise additional capital through loans or additional investments from the Sponsor or its shareholders, officers, directors, or third parties. The Company’s officers and directors, the Sponsor or their affiliates may, but are not obligated to loan us funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or 12 months from the closing of the Public Offering (or up to 21 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination). However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, or if the Company’s shareholders approve an extension to the mandatory liquidation date beyond 21 months from the closing of the Public Offering, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company does not complete a Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. If the Company does not consummate a Business Combination by 12 months from the closing of the Public Offering (or up to 21 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination), there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has determined that the liquidity condition due to insufficient working capital and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that the financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after 12 months from the closing of the Public Offering (or up to 21 months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination). The financial statements do not include any adjustment that might be necessary, if the Company is unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $877,560 in cash and no cash equivalents as of December 31, 2022. Cash and Marketable Securities Held in Trust Account As of December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. As of December 31, 2022, the balance in the Trust Account was $95,134,678. The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. treasury bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in Income earned on Investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 Expenses of Offering Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At December 31, 2022, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 80,000,000 Transaction costs allocated to Class A common stock (4,184,017 ) Proceeds allocated to Public Rights and Warrants (456,000 ) Accretion of carrying value to redemption value 6,640,017 Class A common stock subject to possible redemption — September 22, 2022 82,000,000 Proceeds 12,000,000 Transaction costs allocated to the Class A common stock (542,130 ) Proceeds allocated to the Public Rights and Warrants (68,400 ) Accretion of carrying value to redemption value 1,408,291 Class A common stock subject to possible redemption — December 31, 2022 94,797,761 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 2 New Law and Changes Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. The cash at bank is $877,560 as of December 31 2022. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class (ii) Private Placement, as there are based on an uncertain future event. As a result, diluted income (loss) per share is the same as basic earnings (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Year Ended Year Ended December 31, 2022 December 31, 2021 Non-redeemable Redeemable Class A and B Class A Class B Class A Class B Numerator: Basic and diluted net income (loss) per share of common stock Allocation of net income (loss) $ 88,746 $ 80,068 — $ (1,699 ) Denominator: Basic and diluted weighted average shares outstanding 2,481,096 2,238,462 — 2,000,000 Basic and diluted income (loss) per share of common stock $ 0.04 $ 0.04 (0.00 ) $ (0.00 ) Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures,” Derivative Financial Instruments The Company evaluates its 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 accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation—Stock Compensation” (“ASC 718”), which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company recognizes all forms of stock-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. The Founder Shares were granted subject to certain performance conditions: the occurrence of a Business Combination. Compensation expense related to the Founder Shares is recognized only when the performance conditions are probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation expenses are included in general and administrative expenses in the statement of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. On April 5, 2022, the date the founder shares were granted, the aggregate fair value was $1,150,000. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06 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 financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 8,000,000 Units at a price of $10.00 per Unit generating gross proceeds of $80,000,000. Each Unit consists of one share of Common stock, one redeemable warrant (“Public Warrant”) and one right (“Public Right). Each whole Public Warrant will entitle the holder to purchase one share of Common stock at a price of $11.50 per share, subject to adjustment (see Note 7). Each Public Right entitles the holder to receive one-tenth |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 456,225 units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company in the amount of $4,562,250. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 42,000 Private Placement Units to the Sponsor, generating gross proceeds of $420,000. The proceeds from the sale of the Placement Units will be added to the net proceeds from the Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Public Offering, except for the placement warrants (“Placement Warrants”), as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Class B Common Stock During the year ended December 31, 2021, the Sponsor agreed to purchase 2,300,000 shares of the Company’s Common stock (the “Founder Shares”) for $25,000. On February 14, 2022, the Sponsor received the 2,875,000 shares and paid the Company $25,000 in full satisfaction of the outstanding receivable. The Founder Shares include an aggregate of up to 300,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted The shares transferred to the officers and directors have a grant date fair value of $2.30 per unit or an aggregate of $1,150,000 and the expense associated with these awards will be recognized upon successful business combination. The Company measured the fair value of the shares on the grant date of the award utilizing a valuation model which considers certain assumptions. These assumptions include the probability of completion of a public offering, the probability of initial business combination and estimated concessions. The Sponsor and each Insider agrees that (i) 50% of the Founder Shares (or shares of Common Stock issuable upon conversion thereof) will not be transferred, assigned or sold until the earlier of (A) six months after the date of the consummation of the Company’s initial business combination and (B) the date on which the closing price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Due to Related Party Prior to September 30, 2022, and in connection with the close of the overallotment on October 4, 2022, the Company received $112,250 which should have been deposited into the Sponsor’s bank account. The amount was transferred to the Trust Account subsequent to quarter end. At the close of the Initial Public Offering, a related party deposited $25,000 greater than the agreed upon initial investment. The Company repaid this amount in full, and no balance related to this transaction was outstanding as of December . Due to/ On September 22, 2022, a portion of the Initial Public Offering proceeds totaling $1,320,903 was deposited into the Sponsor’s bank account. The Sponsor transferred $1,310,373, which excludes a portion to pay down the Promissory Note (discussed below), to the Company on September 27, 2022. As of December 31, 2022 , the outstanding balance due to the Sponsor was $15,094. As of December 31, Promissory Note — Related Party On February 14, 2022, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. Upon closing of the Initial Public Offering, the Company repaid the outstanding balance in full. As of December 31, 2022 and 2021, there was no balance outstanding. Advances From Related Party The Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company. These advances are due on demand and are non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Placement Units at a price of $10.00 per Unit. 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. As of December 31, 2022 and 2021, there was no balance outstanding. Administrative Support Agreement Our Sponsor will make available, or cause to be made available, to the Company, or any successor location of Global Star Acquisition 1, certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefore December |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $1,840,000, upon the closing of the Initial Public Offering. The underwriters reimbursed $920,000 to the Company for certain expenses in connection with the IPO. The underwriters were also issued 115,000 of Class A common stock as representative shares, in connection with our IPO. The Representative Shares have been deemed compensation by FINRA and the lock up period expired on March 19, 2023. As of the review period ending December 31, 2022, the Company recorded additional issuance costs of $79,338, the grant date fair value of the shares, with an offset to additional paid-in |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity (Deficit) Preferred Stock — Class A Common Stock — Class B Common Stock Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholder agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of our IPO. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one as-converted Only holders of the Common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholder agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of our IPO. Warrants The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day • 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, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering. The Company will account for the warrants to be issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. Rights one-tenth The Company accounts for the rights to be issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40. Such guidance provides that the rights described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The Public Warrants were valued at $0.05 per warrant at the Initial Public Offering. Significant inputs included a risk free rate of 3.74%, volatility of 1.5%, probability of business combination of 7%, dividend of $0 and life of 5.88 years. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured 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 table presents information about the Company’s assets and liabilities that are measured at fair value as of December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring basis. Description Level December 31, 2022 Assets: Cash in the Trust Account 1 $ 95,134,678 |
Taxes
Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
TAXES | NOTE 9. TAXES A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: For the Year Ended 2022 For the Year Ended 2021 U.S. federal statutory rate 21.0 % 0.0 % Change in Fair Value of Warrants (0.5 )% 0.0 % Valuation allowance 24.0 % 0.0 % Income tax provision 44.5 % 0.0 % Below is breakdown of the income tax provision. For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Federal Current $ 135,321 $ — Deferred (73,052 ) — State and local Current — — Deferred — — Change in valuation allowance 73,052 — Total tax provision $ 135,321 $ — In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $ Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31: 2022 2021 Deferred tax assets: Start up costs $ 73,052 $ — Total deferred tax assets 71,302 73,052 Valuation Allowance (73,052) — Net deferred tax asset $ — $ — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
AccountingPolicies [Line Items] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $877,560 in cash and no cash equivalents as of December 31, 2022. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of December 31, 2022, substantially all of the assets held in the Trust Account were held in mutual funds. As of December 31, 2022, the balance in the Trust Account was $95,134,678. The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. treasury bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in Income earned on Investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 Expenses of Offering |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized a measurement adjustment from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in At December 31, 2022, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 80,000,000 Transaction costs allocated to Class A common stock (4,184,017 ) Proceeds allocated to Public Rights and Warrants (456,000 ) Accretion of carrying value to redemption value 6,640,017 Class A common stock subject to possible redemption — September 22, 2022 82,000,000 Proceeds 12,000,000 Transaction costs allocated to the Class A common stock (542,130 ) Proceeds allocated to the Public Rights and Warrants (68,400 ) Accretion of carrying value to redemption value 1,408,291 Class A common stock subject to possible redemption — December 31, 2022 94,797,761 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “ Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not 2 New Law and Changes Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. The cash at bank is $877,560 as of December 31 2022. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company applies the two-class (ii) Private Placement, as there are based on an uncertain future event. As a result, diluted income (loss) per share is the same as basic earnings (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Year Ended Year Ended December 31, 2022 December 31, 2021 Non-redeemable Redeemable Class A and B Class A Class B Class A Class B Numerator: Basic and diluted net income (loss) per share of common stock Allocation of net income (loss) $ 88,746 $ 80,068 — $ (1,699 ) Denominator: Basic and diluted weighted average shares outstanding 2,481,096 2,238,462 — 2,000,000 Basic and diluted income (loss) per share of common stock $ 0.04 $ 0.04 (0.00 ) $ (0.00 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair Value Measurements and Disclosures,” |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its 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 accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation—Stock Compensation” (“ASC 718”), which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company recognizes all forms of stock-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. The Founder Shares were granted subject to certain performance conditions: the occurrence of a Business Combination. Compensation expense related to the Founder Shares is recognized only when the performance conditions are probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation expenses are included in general and administrative expenses in the statement of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. On April 5, 2022, the date the founder shares were granted, the aggregate fair value was $1,150,000. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06 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 financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Class A Ordinary Shares Reflected in the Balance Sheets | At December 31, 2022, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 80,000,000 Transaction costs allocated to Class A common stock (4,184,017 ) Proceeds allocated to Public Rights and Warrants (456,000 ) Accretion of carrying value to redemption value 6,640,017 Class A common stock subject to possible redemption — September 22, 2022 82,000,000 Proceeds 12,000,000 Transaction costs allocated to the Class A common stock (542,130 ) Proceeds allocated to the Public Rights and Warrants (68,400 ) Accretion of carrying value to redemption value 1,408,291 Class A common stock subject to possible redemption — December 31, 2022 94,797,761 |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Year Ended Year Ended December 31, 2022 December 31, 2021 Non-redeemable Redeemable Class A and B Class A Class B Class A Class B Numerator: Basic and diluted net income (loss) per share of common stock Allocation of net income (loss) $ 88,746 $ 80,068 — $ (1,699 ) Denominator: Basic and diluted weighted average shares outstanding 2,481,096 2,238,462 — 2,000,000 Basic and diluted income (loss) per share of common stock $ 0.04 $ 0.04 (0.00 ) $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy for Assets and Liabilities | Description Level December 31, 2022 Assets: Cash in the Trust Account 1 $ 95,134,678 |
Taxes (Tables)
Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Reconciliation Of The Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: For the Year Ended 2022 For the Year Ended 2021 U.S. federal statutory rate 21.0 % 0.0 % Change in Fair Value of Warrants (0.5 )% 0.0 % Valuation allowance 24.0 % 0.0 % Income tax provision 44.5 % 0.0 % |
Schedule Of Breakdown Of The Income Tax Provision | Below is breakdown of the income tax provision. For the Year Ended For the Year Ended December 31, 2022 December 31, 2021 Federal Current $ 135,321 $ — Deferred (73,052 ) — State and local Current — — Deferred — — Change in valuation allowance 73,052 — Total tax provision $ 135,321 $ — |
Schedule Of Components Of The Company's Deferred Tax Assets And Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31: 2022 2021 Deferred tax assets: Start up costs $ 73,052 $ — Total deferred tax assets 71,302 73,052 Valuation Allowance (73,052) — Net deferred tax asset $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations, Going Concern and Basis of Presentation - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 04, 2022 USD ($) shares | Sep. 22, 2022 USD ($) $ / shares shares | Sep. 22, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares $ / shares | Sep. 22, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) shares $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Class of warrants or rights exercise price per share | $ / shares | $ 0.033 | $ 0.033 | |||||
Proceeds from initial public offering | $ 92,000,000 | $ 0 | |||||
Payments for underwriting expense | 1,840,000 | ||||||
Deferred underwriting discount non current | $ 3,220,000 | $ 3,220,000 | |||||
Minimum percent of balance in the trust account for business combination | 90% | ||||||
Proceeds from issuance of trust preferred securities | $ 94,300,000 | ||||||
Sale of the placement units, per unit, | shares | 10.25 | 10.25 | |||||
Term of restricted investments | 185 days | ||||||
Minimum net worth to consummate business combination | $ 5,000,001 | $ 5,000,001 | |||||
Assets held-in-trust | $ 303,600 | $ 303,600 | |||||
Share price | $ / shares | $ 10.25 | $ 10.25 | |||||
Assets held-in-trust, Noncurrent | $ 95,134,678 | $ 95,134,678 | $ 0 | ||||
Cash and cash equivalents, at carrying value | 877,560 | $ 877,560 | |||||
Minimum [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 12 months | ||||||
Maximum [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 21 months | ||||||
Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from initial public offering | $ 1,320,903 | ||||||
IPO [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Total transaction costs incurred in connection with initial public offering | $ 4,788,510 | ||||||
Payments for underwriting expense | 920,000 | ||||||
Deferred underwriting discount non current | $ 3,220,000 | 3,220,000 | |||||
Other offering costs | 648,510 | ||||||
Additional issuance costs | $ 79,338 | ||||||
Over-Allotment Option [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during the period shares | shares | 1,200,000 | 1,200,000 | |||||
Sale of stock issue price per share | $ / shares | $ 10 | $ 10 | |||||
Proceeds from initial public offering | $ 12,000,000 | ||||||
Other offering costs | $ 412,500 | ||||||
Private Placement [Member] | Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Class of warrants or rights warrants issued during the period units | shares | 456,225 | ||||||
Class of warrants or rights warrants issued issue price per warrant | $ / shares | $ 10 | $ 10 | |||||
Proceeds from the issuance of warrants | $ 4,562,250 | ||||||
Additional Units Issued During The Period To Related Party | shares | 42,000 | ||||||
Proceeds From Issuance Of Private Placement Units | $ 420,000 | ||||||
Common Class A [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during the period shares | shares | 115,000 | ||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from initial public offering | $ 12,000,000 | $ 80,000,000 | |||||
Common Class A [Member] | IPO [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during the period shares | shares | 8,000,000 | 8,000,000 | |||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Class of warrants or rights exercise price per share | $ / shares | 11.5 | $ 11.5 | 11.5 | ||||
Sale of stock issue price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Proceeds from initial public offering | $ 80,000,000 | $ 80,000,000 | |||||
Common stock, conversion basis | Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, and one Right, with each Right entitling the holder to receive one-tenth of one share of Class A Common Stock. | ||||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during the period shares | shares | 115,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Class A Ordinary Shares Reflected in the Balance Sheets (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Sep. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Gross proceeds | $ 92,000,000 | $ 0 | ||
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds | $ 12,000,000 | $ 80,000,000 | ||
Transaction costs allocated to Class A common stock | (542,130) | (4,184,017) | ||
Proceeds allocated to Public Rights and Warrants | (68,400) | (456,000) | ||
Accretion of carrying value to redemption value | 1,408,291 | 6,640,017 | ||
Class A common stock subject to possible redemption | $ 94,797,761 | $ 82,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: Basic and diluted net income (loss) per share of common stock | ||
Allocation of net income (loss) | $ 168,814 | $ (1,699) |
Non Redeemable Class A Common Stock [Member] | ||
Numerator: Basic and diluted net income (loss) per share of common stock | ||
Allocation of net income (loss) | $ 88,746 | |
Denominator: Basic and diluted weighted average shares outstanding, basic | 2,481,096 | |
Denominator: Basic and diluted weighted average shares outstanding, diluted | 2,481,096 | |
Basic and diluted income (loss) per share of common stock, basic | $ 0.04 | |
Basic and diluted income (loss) per share of common stock, diluted | $ 0.04 | |
Non Redeemable Class B Common Stock [Member] | ||
Numerator: Basic and diluted net income (loss) per share of common stock | ||
Allocation of net income (loss) | $ 80,068 | |
Denominator: Basic and diluted weighted average shares outstanding, basic | 2,238,462 | |
Denominator: Basic and diluted weighted average shares outstanding, diluted | 2,238,462 | |
Basic and diluted income (loss) per share of common stock, basic | $ 0.04 | |
Basic and diluted income (loss) per share of common stock, diluted | $ 0.04 | |
Redeemable Class A [Member] | ||
Numerator: Basic and diluted net income (loss) per share of common stock | ||
Denominator: Basic and diluted weighted average shares outstanding, basic | 0 | |
Denominator: Basic and diluted weighted average shares outstanding, diluted | 2,481,096 | 0 |
Basic and diluted income (loss) per share of common stock, basic | $ 0 | |
Basic and diluted income (loss) per share of common stock, diluted | $ 0 | |
Redeemable Class B [Member] | ||
Numerator: Basic and diluted net income (loss) per share of common stock | ||
Allocation of net income (loss) | $ (1,699) | |
Denominator: Basic and diluted weighted average shares outstanding, basic | 2,000,000 | |
Denominator: Basic and diluted weighted average shares outstanding, diluted | 2,000,000 | |
Basic and diluted income (loss) per share of common stock, basic | $ 0 | |
Basic and diluted income (loss) per share of common stock, diluted | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Jul. 26, 2022 | Apr. 05, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Cash | $ 877,560 | $ 0 | ||
Cash Equivalents, at Carrying Value | 0 | |||
Investments held in the trust account | 95,134,678 | 0 | ||
Stock issued during period, value, issued for services | 79,350 | |||
Temporary equity, carrying amount, attributable to parent | 94,797,761 | 0 | ||
Adjustments to additional paid in capital increase in carrying amount of redeemable common stock | 8,100,000 | |||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | $ 0 | ||
Cash, FDIC insured amount | $ 250,000 | |||
Share-Based compensation arrangement by share-based payment award, options fair value | $ 1,150,000 | |||
Term of restricted investments | 185 days | |||
Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary Equity, Shares Outstanding | 9,200,000 | 0 | ||
Temporary equity, carrying amount, attributable to parent | $ 94,797,761 | |||
IPO [Member] | ||||
Temporary Equity [Line Items] | ||||
Offering costs | $ 648,510 | |||
Stock issued during period, shares, issued for services | 115,000 | |||
Stock issued during period, value, issued for services | $ 79,338 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 04, 2022 | Sep. 22, 2022 | Sep. 22, 2021 | Dec. 31, 2022 | Sep. 22, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Initial Public Offering [Line Items] | |||||||
Proceeds from initial public offering | $ 92,000,000 | $ 0 | |||||
Class of warrants or rights number of shares called by each warrant or right | 0 | 0 | |||||
Class of warrants or rights exercise price per share | $ 0.033 | $ 0.033 | |||||
Deferred underwriting commissions noncurrent | $ 3,220,000 | $ 3,220,000 | |||||
Sponsor | |||||||
Disclosure Of Initial Public Offering [Line Items] | |||||||
Proceeds from initial public offering | $ 1,320,903 | ||||||
Common Class A [Member] | |||||||
Disclosure Of Initial Public Offering [Line Items] | |||||||
Stock issued during the period shares | 115,000 | ||||||
Proceeds from initial public offering | $ 12,000,000 | $ 80,000,000 | |||||
IPO [Member] | |||||||
Disclosure Of Initial Public Offering [Line Items] | |||||||
Offering costs | $ 648,510 | ||||||
IPO [Member] | Common Class A [Member] | |||||||
Disclosure Of Initial Public Offering [Line Items] | |||||||
Stock issued during the period shares | 8,000,000 | 8,000,000 | |||||
Sale of stock issue price per share | $ 10 | $ 10 | $ 10 | ||||
Proceeds from initial public offering | $ 80,000,000 | $ 80,000,000 | |||||
Class of warrants or rights number of shares called by each warrant or right | 1 | ||||||
Class of warrants or rights exercise price per share | $ 11.5 | $ 11.5 | 11.5 | ||||
Description of number of shares called by each public right upon consummation of business combination | one-tenth of one share | ||||||
Over-Allotment Option [Member] | |||||||
Disclosure Of Initial Public Offering [Line Items] | |||||||
Stock issued during the period shares | 1,200,000 | 1,200,000 | |||||
Sale of stock issue price per share | $ 10 | $ 10 | |||||
Proceeds from initial public offering | $ 12,000,000 | ||||||
Deferred underwriting commissions noncurrent | $ 262,500 | ||||||
Offering costs | 412,500 | ||||||
Proceeds from issuance or sale of equity | $ 12,000,000 | ||||||
Sale of stock, price per share | $ 10 | ||||||
Over-Allotment Option [Member] | Sponsor | |||||||
Disclosure Of Initial Public Offering [Line Items] | |||||||
Sale of stock, number of shares issued in transaction | 1,200,000 | ||||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||||
Disclosure Of Initial Public Offering [Line Items] | |||||||
Stock issued during the period shares | 115,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement [Member] - USD ($) | 12 Months Ended | |
Oct. 04, 2022 | Dec. 31, 2022 | |
Global Star Acquisition I LLC Sponsor [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Sale of stock, number of shares issued in transaction | 456,225 | |
Sale of stock, price per share | $ 10 | |
Proceeds from issuance of private placement | $ 4,562,250 | |
Sponsor | ||
Disclosure Of Private Placement [Line Items] | ||
Sale of stock, number of shares issued in transaction | 42,000 | |
Proceeds from issuance of private placement | $ 420,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||||||
Sep. 27, 2022 | Sep. 22, 2022 | Sep. 19, 2022 | Apr. 05, 2022 | Feb. 14, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 14, 2022 | Oct. 04, 2022 | Jul. 26, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Stock issued during period, Value, Issued for services | $ 79,350 | |||||||||
Share price | $ 10.25 | |||||||||
Due to related parties | $ 119,720 | |||||||||
Related party transaction, selling, general and administrative expense from transaction with related party | $ 32,000 | $ 0 | ||||||||
Due to related parties | 15,094 | 0 | ||||||||
Advances from Related Party Current | 0 | 42,384 | ||||||||
Proceeds from initial public offering | 92,000,000 | 0 | ||||||||
Due from related parties current | 0 | 25,000 | ||||||||
Related Party Deposits [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | 0 | 0 | ||||||||
Proceeds from additional deposits | $ 25,000 | |||||||||
Officer and Director [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Per unit grant date fair value of shares transferred by related party | $ 2.3 | |||||||||
Aggregate value of shares transferred by related party | $ 1,150,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from initial public offering | 12,000,000 | |||||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, Shares, Subject to forfeiture | 300,000 | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes payable, related parties | 0 | 0 | ||||||||
Due to related parties | $ 112,250 | |||||||||
Proceeds from initial public offering | $ 1,320,903 | |||||||||
Due from related parties current | $ 15,094 | $ 25,000 | ||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||
Related party transaction, amounts of transaction | $ 1,310,373 | |||||||||
Sponsor [Member] | Officer and Director [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares issued | 500,000 | |||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, Shares subscribed but unissued | 2,300,000 | |||||||||
Common stock, Value, Subscriptions | $ 25,000 | |||||||||
Stock issued during period, Shares, Issued for services | 2,875,000 | |||||||||
Stock issued during period, Value, Issued for services | $ 25,000 | |||||||||
Stock forfeiture during the period shares | 575,000 | |||||||||
Stock forfeiture during the period value | $ 0 | |||||||||
Founder [Member] | Common Class B [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of common stock issued and outstanding | 20% | |||||||||
Working Capital Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | |||||||||
Debt instrument, convertible conversion price | $ 10 | |||||||||
Due to related parties | $ 0 | 0 | ||||||||
Administrative Support Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | 0 | 0 | ||||||||
Related party transaction, amounts of transaction | 10,000 | |||||||||
Related party transaction, selling, general and administrative expense from transaction with related party | $ 32,000 | $ 0 | ||||||||
Sponsor and Insider [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of founder shares will not be transferred assigned or sold | 50% | |||||||||
Percentage of remaining founder shares will not be transferred assigned or sold | 50% | |||||||||
Sponsor and Insider [Member] | Share Price Equal or Exceeds 12.50 [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share price | $ 12.5 | |||||||||
Number of trading days for determining the share price | 20 days | |||||||||
Number of consecutive days for determining the share price | 30 days | |||||||||
Sponsor and Insider [Member] | Three Officers [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares transferred to related party | 400,000 | |||||||||
Sponsor and Insider [Member] | Five Directors [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares transferred to related party | 100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Oct. 04, 2022 | Sep. 22, 2022 | Sep. 22, 2021 | Dec. 31, 2022 | |
Other Commitments [Line Items] | ||||
Underwriting expense paid | $ 1,840,000 | |||
Deferred underwriting commissions noncurrent | $ 3,220,000 | |||
Underwriting discount paid per unit | $ 0.2 | |||
Deferred underwriting commission per unit | $ 0.35 | |||
Reimbursement of underwriting expenses | $ 920,000 | |||
Common Class A [Member] | ||||
Other Commitments [Line Items] | ||||
Stock issued during the period shares | 115,000 | |||
Over-Allotment Option [Member] | ||||
Other Commitments [Line Items] | ||||
Over allotment option period | 45 days | |||
Stock issued during the period shares | 1,200,000 | 1,200,000 | ||
Deferred underwriting commissions noncurrent | $ 262,500 | |||
Other offering costs | 412,500 | |||
Proceeds from Issuance or Sale of Equity | $ 12,000,000 | |||
Sale of stock, price per share | $ 10 | |||
Over-Allotment Option [Member] | Sponsor [Member] | ||||
Other Commitments [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 1,200,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Other Commitments [Line Items] | ||||
Stock issued during the period shares | 115,000 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Other Commitments [Line Items] | ||||
Proceeds from issuance of private placement | $ 420,000 | |||
Sale of stock, number of shares issued in transaction | 42,000 | |||
IPO [Member] | ||||
Other Commitments [Line Items] | ||||
Underwriting expense paid | $ 920,000 | |||
Other offering costs | 648,510 | |||
Additional issuance costs | $ 79,338 | |||
IPO [Member] | Common Class A [Member] | ||||
Other Commitments [Line Items] | ||||
Stock issued during the period shares | 8,000,000 | 8,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 22, 2022 | Jul. 26, 2022 | Sep. 22, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Warrants exercisable term from the date of completion of business combination | 30 days | ||||
Warrants exercisable term from the closing of IPO | 12 months | ||||
Number of securities called by each warrant or right | 0 | ||||
Minimum lock In period to become effective after the closing of the initial business combination | 60 days | ||||
Share price | $ 10.25 | ||||
Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Minimum lock in period for SEC registration from date of business combination | 15 days | ||||
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | |||||
Class of Stock [Line Items] | |||||
Share price | $ 18 | ||||
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | Redemption of Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Class of warrants, redemption price per unit | $ 18 | ||||
Class of warrants, redemption notice period | 30 days | ||||
Number of consecutive trading days for determining share price | 20 days | ||||
Number of trading days for determining share price | 30 days | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | one vote | one vote | |||
Common stock, shares issued | 613,225 | 0 | |||
Common stock, shares outstanding | 613,225 | 0 | |||
Shares subject to possible redemption | 9,200,000 | 0 | |||
Stockholders' equity note, stock split | (1/10) | ||||
Common Class A [Member] | IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Number of securities called by each warrant or right | 1 | ||||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, voting rights | one vote | one vote | |||
Common stock, shares issued | 2,300,000 | 2,300,000 | |||
Common stock, shares outstanding | 2,300,000 | 2,300,000 | 2,300,000 | ||
Common Class B [Member] | IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, threshold percentage on conversion of shares | 20% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy for Assets and Liabilities (Detail) | Dec. 31, 2022 USD ($) |
Level 1 [Member] | Fair Value, Recurring [Member] | |
Assets: | |
Cash in the Trust Account | $ 95,134,678 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Dec. 31, 2022 $ / shares |
Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Class Of Warrant Or Right Price Of Warrants Or Rights | $ 0.05 |
Measurement Input, Expected Term [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Term | 5 years 10 months 17 days |
Measurement Input, Expected Dividend Payment [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Measurement Input Probability of Business Combination [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 7 |
Measurement Input, Price Volatility [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 1.5 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 3.74 |
Taxes - Schedule Of Reconciliat
Taxes - Schedule Of Reconciliation Of The Federal Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
U.S. federal statutory rate | 21% | 0% |
Change in Fair Value of Warrants | (0.50%) | 0% |
Valuation allowance | 24% | 0% |
Income tax provision | 44.50% | 0% |
Taxes - Schedule Of Breakdown O
Taxes - Schedule Of Breakdown Of The Income Tax Provision (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | ||
Current | $ 135,321 | $ 0 |
Deferred | (73,052) | 0 |
State and local | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 73,052 | 0 |
Total tax provision | $ 135,321 | $ 0 |
Taxes - Schedule Of Components
Taxes - Schedule Of Components Of The Company's Deferred Tax Assets And Liabilities (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Start up costs | $ 73,052 | $ 0 |
Total deferred tax assets | 71,302 | 73,052 |
Valuation Allowance | (73,052) | 0 |
Net deferred tax asset | $ 0 | $ 0 |
Taxes - Additional Information
Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (73,052) | $ 0 |