Cover
Cover | 3 Months Ended |
Mar. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No 1 |
Entity Registrant Name | EF HUTTON ACQUISITION CORPORATION I |
Entity Central Index Key | 0001922858 |
Entity Tax Identification Number | 86-2559175 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 24 Shipyard Drive |
Entity Address, Address Line Two | Suite 102 |
Entity Address, City or Town | Hingham |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02043 |
City Area Code | (929) |
Local Phone Number | 528-0767 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 24 Shipyard Drive |
Entity Address, Address Line Two | Suite 102 |
Entity Address, City or Town | Hingham |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 02043 |
City Area Code | (929) |
Local Phone Number | 528-0767 |
Contact Personnel Name | Benjamin Piggott |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash | $ 237,336 | $ 546,210 | $ 25,000 |
Prepaid expenses | 57,583 | 9,082 | |
Short-term prepaid insurance | 146,033 | 156,000 | |
Total Current Assets | 440,952 | 711,292 | 25,000 |
Deferred offering costs | 54,510 | ||
Long-term prepaid insurance | 29,033 | ||
Marketable securities held in Trust Account | 118,498,801 | 117,254,670 | |
TOTAL ASSETS | 118,939,753 | 117,994,995 | 79,510 |
Current Liabilities | |||
Accounts payable and accrued expenses | 1,403,684 | 153,405 | |
Accrued offering costs | 105,000 | 301,797 | 55,000 |
Promissory note – related party | 19,700 | ||
Income taxes payable | 457,160 | 206,393 | |
Total Current Liabilities | 1,965,844 | 681,295 | 55,000 |
Deferred underwriting fee payable | 4,025,000 | 4,025,000 | |
TOTAL LIABILITIES | 5,990,844 | 4,706,295 | 55,000 |
Commitments and Contingencies (Note 6) | |||
Common Stock subject to possible redemption, 11,500,000 shares at redemption value of $10.24 and $10.16 per share as of March 31, 2023 and December 31, 2022, respectively | 117,765,686 | 116,826,168 | |
STOCKHOLDERS’ DEFICIT | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 3,132,500 shares issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022 | 313 | 313 | 288 |
Additional paid-in capital | 24,712 | ||
Accumulated deficit | (4,817,090) | (3,537,781) | (490) |
TOTAL STOCKHOLDERS’ DEFICIT | (4,816,777) | (3,537,468) | 24,510 |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 118,939,753 | $ 117,994,995 | $ 79,510 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Redeemable common stock, shares redemption value | 11,500,000 | 11,500,000 |
Preferred stock, par value | $ 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 stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 3,132,500 | 3,132,500 |
Redeemable common stock, shares redemption, par value | $ 10.24 | $ 10.16 |
Common stock, shares issued | 3,132,500 | 3,132,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ 1,333,155 | $ 668 | $ 490 | $ 258,337 |
Loss from operations | (1,333,155) | (668) | (490) | (258,337) |
Other income: | ||||
Interest earned on marketable securities held in Trust Account | 1,244,131 | 1,104,670 | ||
Stock-based compensation | (62,500) | |||
Total other income | 1,244,131 | 1,042,170 | ||
Income before provision for income taxes | (89,024) | (668) | (490) | 783,833 |
Provision for income taxes | (250,767) | (206,393) | ||
Net loss | $ (339,791) | $ (668) | $ (490) | $ 577,440 |
Redeemable Common Stock [Member] | ||||
Other income: | ||||
Weighted average common stock outstanding | 11,500,000 | 3,434,247 | ||
Basic and diluted net loss per share | $ (0.02) | $ 0.09 | ||
Non-Redeemable Common Stock [Member] | ||||
Other income: | ||||
Weighted average common stock outstanding | 3,132,500 | 2,500,000 | 2,500,000 | 2,951,897 |
Basic and diluted net loss per share | $ (0.02) | $ 0 | $ 0 | $ 0.09 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Mar. 02, 2021 | ||||
Balance, shares at Mar. 02, 2021 | ||||
Common stock issued to initial stockholders | $ 288 | 24,712 | 25,000 | |
Common stock issued to initial stockholders, shares | 2,875,000 | |||
Net loss | (490) | (490) | ||
Balance at Dec. 31, 2021 | $ 288 | 24,712 | (490) | 24,510 |
Balance, shares at Dec. 31, 2021 | 2,875,000 | |||
Net loss | (668) | (668) | ||
Balance at Mar. 31, 2022 | $ 288 | 24,712 | (1,158) | 23,842 |
Balance, shares at Mar. 31, 2022 | 2,875,000 | |||
Balance at Dec. 31, 2021 | $ 288 | 24,712 | (490) | 24,510 |
Balance, shares at Dec. 31, 2021 | 2,875,000 | |||
Net loss | 577,440 | 577,440 | ||
Stock-based compensation | 62,500 | 62,500 | ||
Issuance of 257,500 private placement units | $ 25 | 2,574,975 | $ 2,575,000 | |
Issuance of 257,500 private placement units, shares | 257,500 | 257,500 | ||
Relative fair value of public warrants at issuance | 1,016,600 | $ 1,016,600 | ||
Relative fair value of anchor investor shares | 3,626,296 | 3,626,296 | ||
Relative fair value of rights included in public units | 1,329,317 | 1,329,317 | ||
Allocated value of transaction costs to common stock | (272,626) | (272,626) | ||
Accretion of common stock to redemption amount | (8,361,774) | (4,114,731) | (12,476,505) | |
Balance at Dec. 31, 2022 | $ 313 | (3,537,781) | (3,537,468) | |
Balance, shares at Dec. 31, 2022 | 3,132,500 | |||
Net loss | (339,791) | (339,791) | ||
Accretion of common stock to redemption amount | (939,518) | (939,518) | ||
Balance at Mar. 31, 2023 | $ 313 | $ (4,817,090) | $ (4,816,777) | |
Balance, shares at Mar. 31, 2023 | 3,132,500 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 shares | |
Statement of Stockholders' Equity [Abstract] | |
Private placement units, shares | 257,500 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (339,791) | $ (668) | $ (490) | $ 577,440 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (1,244,131) | (1,104,670) | ||
Stock-based compensation | 62,500 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | (48,501) | (9,082) | ||
Short-term prepaid insurance | 9,967 | (156,000) | ||
Long-term prepaid insurance | 29,033 | (29,033) | ||
Accounts payable and accrued expenses | 1,250,279 | 668 | ||
Accrued expenses | 490 | 152,915 | ||
Income taxes payable | 250,767 | 206,393 | ||
Net cash used in operating activities | (92,377) | (299,537) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (116,150,000) | |||
Net cash used in investing activities | (116,150,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds from issuance of common stock to sponsor | 25,000 | |||
Proceeds from sale of Units, net of underwriting discounts paid | 115,000,000 | |||
Proceeds from sale of Private Placement Units | 2,575,000 | |||
Proceeds from promissory note – related party | 19,700 | |||
Repayment of promissory note – related party | (19,700) | |||
Payment of offering costs | (196,797) | (623,953) | ||
Net cash used in financing activities | (216,497) | 25,000 | 116,970,747 | |
Net Change in Cash | (308,874) | 25,000 | 521,210 | |
Cash – Beginning of period | 546,210 | 25,000 | 25,000 | |
Cash – End of period | 237,336 | 25,000 | 25,000 | 546,210 |
Non-Cash investing and financing activities: | ||||
Offering costs included in accrued offering costs | 54,510 | 301,797 | ||
Accretion of Class A common stock to redemption value | $ 939,518 | 12,476,505 | ||
Deferred underwriting fee payable | $ 4,025,000 |
Organization and Business Opera
Organization and Business Operations and Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Organization and Business Operations and Going Concern | Note 1 — Organization and Business Operations and Going Concern EF Hutton Acquisition Corporation I (formerly EF Hutton Acquisition Corp. II) is a blank check company incorporated as a Delaware corporation on March 3, 2021. The Company was incorporated for the purpose of effecting a merger, stock capital exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has one subsidiary, EFHAC Merger Sub, Inc., a wholly-owned subsidiary of the Company incorporated in Florida on February 28, 2023. As of March 31, 2023 the subsidiary had no activity. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from March 3, 2021 (inception) through March 31, 2023 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. On March 4, 2021, EF Hutton Partners, LLC (“Sponsor”), purchased an aggregate of 3,450,000 450,000 25,000 575,000 2,875,000 375,000 708,738 141,624 57,500 The registration statements for the Company’s Initial Public Offering were declared effective on September 8, 2022. On September 13, 2022, the Company consummated the Initial Public Offering of 11,500,000 1,500,000 10.00 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 257,500 10.00 2,575,000 Transaction costs amounted to $ 4,950,750 4,025,000 925,750 The Company entered into agreements with anchor investors prior to the Initial Public Offering that committed each anchor investor to purchase 9.9% tranches of the Units or the actual Units allocated to it. Additionally, each of the ten 9.9% anchor investors purchased 75,000 750,000 0.009 The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and the taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public stockholder’s own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the Initial Public Offering on September 13, 2022, an amount of $ 116,150,000 10.10 100,000 10.10 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of the Company’s common stock upon the completion of the initial Business Combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account described below as of two business days prior to the vote on the initial Business Combination, subject to the limitations described herein. If the Company is unable to complete the initial Business Combination within 9 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time), the Company will redeem 100 100,000 EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The stockholders will be entitled to redeem their stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then outstanding public stock. The amount in the Trust Account is initially anticipated to be $ 10.10 The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Pursuant to the Company’s amended and restated certificate of incorporation, the Company will have until 9 months from the closing of the Initial Public Offering to consummate the initial Business Combination. However, if it anticipates that it may not be able to consummate its initial business combination within 9 months, it may extend the period of time to consummate a business combination up to nine times, each by an additional one-month period (for a total of up to 18 months to complete a business combination). Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for it to consummate its initial business combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 575,000 0.05 5,175,000 0.45 100,000 The initial stockholders and the Company’s officers and directors have entered into a letter agreement, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholders’ vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100 The Sponsor has agreed that they will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $ 10.10 10.10 On December 8, 2022, the holders of the Units of the Company were able to elect to break up the Units and separately trade the shares of Common Stock, the Rights, and the Warrants included in the Units. The Company intended that any Units not separated would continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “EFHU”, and the Common Stock, Rights and Warrants would separately trade on Nasdaq under the symbols “EFHT,” “EFHTR,” and “EFHTW,” respectively. However, due to a miscommunication by the Company, Nasdaq moved to delist the Company’s Units from Nasdaq and on January 6, 2023, Nasdaq filed a Form 25 with the SEC delisting the Company’s Units. As a result, the Company determined to and did effect a mandatory separation of the Company’s Units effective on January 18, 2023, which separated each outstanding Unit into one share of Common Stock, one Right and one Warrant. After January 18, 2023 no Units were outstanding. EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Going Concern In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In addition, the Company has until June 13, 2023 to consummate a Business Combination, or until March 13, 2024 if the Company extends the period of time to consummate a Business Combination by the full amount of time. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by June 13, 2023 (or March 13, 2024 if the Company extends the period of time to consummate a Business Combination by the full amount of time), there will be a mandatory liquidation and subsequent dissolution. Management has determined that mandatory liquidation, should a Business Combination not occur, and an extension not approved by the stockholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these unaudited condensed consolidated 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 June 13, 2023 (or March 13, 2024 if the Company extends the period of time to consummate a Business Combination by the full amount of time). The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Quarterly Report on Form 10-Q. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further the impact of this actions and related sanctions on the world economy are not determinable as of the date of this financial statement and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this financial statement. On May 1, 2023, First Republic Bank became insolvent. Federal regulators seized the assets of the bank and negotiated a sale of its assets to JP Morgan Chase. The Company held deposits with this bank. As a result of the sale of the assets to JP Morgan Chase, the Company believes its insured and uninsured deposits are not at risk. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 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. | ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Organization and Business Operations and Going Concern EF Hutton Acquisition Corporation I (formerly EF Hutton Acquisition Corp. II) is a blank check company incorporated as a Delaware corporation on March 3, 2021. The Company was incorporated for the purpose of effecting a merger, stock capital exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 3, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. On March 4, 2021, EF Hutton Partners, LLC (“Sponsor”), purchased an aggregate of 3,450,000 450,000 25,000 575,000 2,875,000 375,000 708,738 141,624 57,500 The registration statements for the Company’s Initial Public Offering were declared effective on September 8, 2022. On September 13, 2022, the Company consummated the Initial Public Offering of 11,500,000 1,500,000 10.00 115,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 257,500 10.00 2,575,000 Transaction costs amounted to $ 4,950,750 4,025,000 925,750 The Company entered into agreements with anchor investors prior to the Initial Public Offering that committed each anchor investor to purchase 9.9% tranches of the Units or the actual Units allocated to it. Additionally, each of the ten 9.9% anchor investors purchased 75,000 750,000 0.009 The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and the taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public stockholder’s own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the Initial Public Offering on September 13, 2022, an amount of $ 116,150,000 10.10 100,000 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of the Company’s common stock upon the completion of the initial Business Combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account described below as of two business days prior to the vote on the initial Business Combination, subject to the limitations described herein. If the Company is unable to complete the initial Business Combination within 9 months from the closing of this offering (or up to 18 months from the closing of this offering if we extend the period of time to consummate a business combination by the full amount of time), the Company will redeem 100 100,000 The stockholders will be entitled to redeem their stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then outstanding public stock. The amount in the Trust Account is initially anticipated to be $ 10.10 The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Pursuant to the Company’s amended and restated certificate of incorporation, the Company will have until 9 months from the closing of the Initial Public Offering to consummate the initial Business Combination. However, if it anticipates that it may not be able to consummate its initial business combination within 9 months, it may extend the period of time to consummate a business combination up to nine times, each by an additional one-month period (for a total of up to 18 months to complete a business combination). Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order to extend the time available for it to consummate its initial business combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $ 575,000 0.05 5,175,000 0.45 100,000 The initial stockholders and the Company’s officers and directors have entered into a letter agreement, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholders’ vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100 The Sponsor has agreed that they will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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) $ 10.10 10.10 On December 8, 2022, the holders of the Units of the Company were able to elect to break up the Units and separately trade the shares of Common Stock, the Rights, and the Warrants included in the Units. The Company intended that any Units not separated would continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “EFHU”, and the Common Stock, Rights and Warrants would separately trade on Nasdaq under the symbols “EFHT,” “EFHTR,” and “EFHTW,” respectively. However, due to a miscommunication by the Company, Nasdaq moved to delist the Company’s Units from Nasdaq and on January 6, 2023, Nasdaq filed a Form 25 with the SEC delisting the Company’s Units. As a result, the Company determined to and did effect a mandatory separation of the Company’s Units effective on January 18, 2023, which separated each outstanding Unit into one share of Common Stock, one Right and one Warrant. After January 18, 2023 no Units were outstanding. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its financing and acquisition plans. In addition, the Company has until August 13, 2023 to consummate a Business Combination, or until March 13, 2024 if the Company extends the period of time to consummate a Business Combination by the full amount of time. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by June 13, 2023 (or March 13, 2024 if the Company extends the period of time to consummate a Business Combination by the full amount of time), there will be a mandatory liquidation and subsequent dissolution. Management has determined that mandatory liquidation, should a Business Combination not occur, and an extension not approved by the stockholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these 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 June 13, 2023 (or March 13, 2024 if the Company extends the period of time to consummate a Business Combination by the full amount of time). The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this proxy statement/prospectus. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further the impact of this actions and related sanctions on the world economy are not determinable as of the date of this financial statement and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this financial statement. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 1 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Exchange Act. Certain information or footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on March 28, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. EF HUTTON ACQUISITION CORPORATION I Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company Status 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 stockholders’ approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 237,336 546,210 no Marketable Securities Held in Trust Account At March 31, 2023 and December 31, 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (281.68) 0 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company will account for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considered whether the Rights were freestanding financial instruments pursuant to ASC 480, met the definition of a liability pursuant to ASC 480, and whether the Rights met all the requirements for equity classification under ASC 815, including whether the Rights were indexed to the Company’s own shares of common stock, among other conditions for the equity classification. EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Common Stock Subject to Possible Redemption The Company’s common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., public warrants) and as such, the initial carrying value of public shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The public shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480- 10- S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. Accordingly, at March 31, 2023 and December 31, 2022, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2023 and December 31, 2022, the common stock reflected in the balance sheet are reconciled in the following table: Schedule of Common Shares Subject to Redemption Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,016,600 ) Proceeds allocated to Public Rights (1,329,317 ) Common Stock issuance costs (8,304,420 ) Plus: Remeasurement of carrying value to redemption value 12,476,505 Common shares subject to possible redemption, December 31, 2022 $ 116,826,168 Plus: Remeasurement of carrying value to redemption value 939,518 Common shares subject to possible redemption, March 31, 2023 $ 117,765,686 Net Loss per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from losses per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,757,500 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Income (Loss) Per Common Share Redeemable Non-redeemable Redeemable Non-redeemable For the Three Months Ended March 31, 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (267,049 ) $ (72,742 ) $ — $ (668 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,132,500 — 2,500,000 Basic and diluted net loss per share of common stock $ (0.02 ) $ (0.02 ) $ 0.00 $ (0.00 ) EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 upon its incorporation. The impact to the balance sheet, statement of operations and cash flows was not material. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 (“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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(l) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 546,210 25,000 Marketable Securities Held in Trust Account At December 31, 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. As of December 31, 2021 there were no Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company’s effective tax rate was 26.3 0 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes for the year ended December 31, 2022 was $ 206,393 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company will account for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considered whether the Rights were freestanding financial instruments pursuant to ASC 480, met the definition of a liability pursuant to ASC 480, and whether the Rights met all the requirements for equity classification under ASC 815, including whether the Rights were indexed to the Company’s own shares of common stock, among other conditions for the equity classification. Common Stock Subject to Possible Redemption The Company’s common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., public warrants) and as such, the initial carrying value of public shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The public shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480- 10- S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. Accordingly, at December 31, 2022 and 2021, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022, the common stock reflected in the balance sheet are reconciled in the following table: Schedule of Common Shares Subject to Redemption Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,016,600 ) Proceeds allocated to Public Rights (1,329,317 ) Common Stock issuance costs (8,304,420 ) Plus: Remeasurement of carrying value to redemption value 12,476,505 Common stock subject to possible redemption, December 31, 2022 $ 116,826,168 Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from losses per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,757,500 The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Schedule of Basic and Diluted Net Income (Loss) Per Common Share Redeemable Non-redeemable Redeemable Non-redeemable For the Year Ended December 31, 2022 For The Period From March 3, 2021 (Inception) Through December 31, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 310,527 $ 266,913 $ — $ (490 ) Denominator: Basic and diluted weighted average shares outstanding 3,434,247 2,951,897 — 2,500,000 Basic and diluted net income (loss) per share of common stock $ 0.09 $ 0.09 $ — $ (0.00 ) Stock-Based Compensation The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its stock-based 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 share-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. Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 upon its incorporation. The impact to the balance sheet, statement of operations and cash flows was not material. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Initial Public Offering | ||
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 11,500,000 1,500,000 10.00 11.50 | NOTE 3 — INITIAL PUBLIC OFFERING Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 11,500,000 1,500,000 10.00 11.50 |
Private Placement
Private Placement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Private Placement | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor, Kevin M. Bush (Chief Financial Officer), Paul Hodge Jr. (one of the directors) and SHR Ventures, LLC purchased an aggregate of 257,500 10.00 215,500 2,125,000 5,000 50,000 10,000 100,000 30,000 300,000 The warrants (the “Private Placement Warrants”) underlying the private units (including the common stock issuable upon exercise of the Private Placement Warrants) are not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the private placement participants or their permitted transferees. Except for certain restrictions on transferability, the Private Placement Warrants have the same terms and conditions as the warrants included in the units sold in the Initial Public Offering (Note 7). | NOTE 4 — PRIVATE PLACEMENT Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor, Kevin M. Bush (Chief Financial Officer), Paul Hodge Jr. (one of the directors) and SHR Ventures, LLC purchased an aggregate of 257,500 10.00 215,500 2,125,000 5,000 50,000 10,000 100,000 30,000 300,000 The warrants (the “Private Placement Warrants”) underlying the private units (including the common stock issuable upon exercise of the Private Placement Warrants) are not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the private placement participants or their permitted transferees. Except for certain restrictions on transferability, the Private Placement Warrants have the same terms and conditions as the warrants included in the units sold in the Initial Public Offering (Note 7). |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On March 4, 2021, EF Hutton Partners, LLC, the Sponsor, purchased an aggregate of 3,450,000 450,000 25,000 575,000 2,875,000 375,000 708,738 141,624 57,500 The founder shares are held by the following individuals and entities (referred to collectively as the “initial stockholders”) as follows: the Sponsor owns 1,607,418 79,732 50,000 50,000 50,000 109,463 178,387 750,000 The transfer of the founder shares to the Company’s management is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 374,614 137,354 250,000 62,500 62,500 EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The Company entered into agreements with each anchor investor prior to the Initial Public Offering that committed each anchor investor to purchase 9.9% tranches of the Units or the actual Units allocated to it. Additionally, each of the ten 9.9% anchor investors purchased 75,000 750,000 0.009 750,000 3,626,296 4.84 The initial stockholders, have agreed, subject to limited exceptions, that the founder shares are not transferable or saleable until the earlier to occur of: (A) six months after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, if subsequent to the Company’s initial Business Combination the last reported sale price of the Company’s common stock equals or exceeds $ 12.00 Promissory Note — Related Party The Sponsor agreed to loan the Company up to $ 300,000 19,700 no Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto, or in connection with additional deposits into the Trust Account in order to extend the time available to us to consummate the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds on a non-interest-bearing basis as may be required. If the Company completes initial Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the Company’s initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $ 5,475,000 10.00 no | NOTE 5 — RELATED PARTY TRANSACTIONS Related Party Transactions Founder Shares On March 4, 2021, EF Hutton Partners, LLC, the Sponsor, purchased an aggregate of 3,450,000 450,000 25,000 575,000 2,875,000 375,000 708,738 141,624 57,500 The founder shares are held by the following individuals and entities (referred to collectively as the “initial stockholders”) as follows: the Sponsor owns 1,607,418 79,732 50,000 50,000 50,000 109,463 178,387 750,000 The transfer of the founder shares to the Company’s management is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 374,614 137,354 250,000 62,500 62,500 The Company entered into agreements with each anchor investor prior to the Initial Public Offering that committed each anchor investor to purchase 9.9% tranches of the Units or the actual Units allocated to it. Additionally, each of the ten 9.9% anchor investors purchased 75,000 750,000 0.009 750,000 3,626,296 4.84 The initial stockholders, have agreed, subject to limited exceptions, that the founder shares are not transferable or saleable until the earlier to occur of: (A) six months after the completion of the initial Business Combination, and (B) subsequent to the initial Business Combination if the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their public shares for cash, securities or other property. Notwithstanding the foregoing, if subsequent to the Company’s initial Business Combination the last reported sale price of the Company’s common stock equals or exceeds $ 12.00 Promissory Note — Related Party The Sponsor agreed to loan the Company up to $ 300,000 19,700 0 Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto, or in connection with additional deposits into the Trust Account in order to extend the time available to us to consummate the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds on a non-interest-bearing basis as may be required. If the Company completes initial Business Combination, the Company will repay such loaned amounts out of the proceeds of the Trust Account. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the Company’s initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $ 5,475,000 10.00 no |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on September 8, 2022 with the private placement participants, the Company may be required to register certain securities for sale under the Securities Act. These holders and holders of units issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that the Company register certain securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by the Company. The Company will bear the costs and expenses of filing any such registration statements. Underwriters Agreement The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,500,000 1,500,000 10.00 The underwriters are entitled to deferred underwriting commissions of 3.5 4,025,000 Craig-Hallum Capital Group LLC (“Craig-Hallum”) acted as a qualified independent underwriter for the Initial Public Offering. The Company has agreed to indemnify Craig-Hallum against certain liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. Craig-Hallum received a fee of $ 100,000 EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Merger Agreement On March 3, 2023, EF Hutton Acquisition Corporation I (the “Registrant” or the “Parent”) entered into a Merger Agreement (the “Agreement”) with Humble Imports Inc., d/b/a E.C.D. Auto Design, a Florida corporation (the “Company”), ECD Auto Design UK, Ltd., an England and Wales corporation (the “ECD UK Subsidiary”), EFHAC Merger Sub, Inc., a Florida corporation (“Merger Sub”) and wholly-owned subsidiary of the Registrant, and Scott Wallace as Securityholder Representative, pursuant to which Merger Sub will merge with and into the Company with the Company as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the “Merger”). In connection with the Merger, the Parent will change its name to “E.C.D. Automotive Design Inc.” or such other name designated by the Company by notice to Parent. The Board of Directors of the Registrant (the “Board”) has unanimously (i) approved and declared advisable the Agreement, the Merger and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the Agreement and related matters by the stockholders of the Registrant. Merger Consideration At the closing of the Merger, the Parent will issue 21 0.0001 15,000,000 PIPE Parent and the Company shall use commercially reasonable efforts to raise capital in an aggregate amount of approximately $ 65 Company Support Agreement Concurrent with the execution of the Agreement, certain stockholders of the Company entered into a Company Stockholder Support Agreement with the Registrant and the Company in which each such stockholder agreed to vote their shares of Company Capital Stock in favor of the Agreement and the transactions contemplated thereby. Stockholders also agreed to waive any rights of appraisal, dissenter’s rights, and any similar rights under applicable law and not to sell or otherwise transfer any of their shares of Company Capital Stock unless the buyer, assignee, or transferee thereof executes a joinder agreement to the Company Stockholder Support Agreement. Parent Support Agreement Concurrent with the execution of the Agreement, EF Hutton Partners, LLC (the “Sponsor”) and the pre-IPO investors in the Parent, entered into a Parent Stockholder Support Agreement with the Company and the Registrant in which the Sponsor and the pre-IPO investors in the Parent agreed to (i) not transfer any shares or redeem any shares of Parent Common Stock held by it unless the buyer, assignee, or transferee thereof executes a joinder agreement to the Parent Stockholder Support Agreement and (ii) to vote in favor of the adoption of the Agreement and the other proposals to be presented at the special meeting of stockholders at which the Agreement and related proposals are considered. | NOTE 6 — COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on September 8, 2022 with the private placement participants, the Company may be required to register certain securities for sale under the Securities Act. These holders and holders of units issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that the Company register certain securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by the Company. The Company will bear the costs and expenses of filing any such registration statements. Underwriters Agreement The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,500,000 1,500,000 10.00 The underwriters are entitled to deferred underwriting commissions of 3.5 4,025,000 Craig-Hallum Capital Group LLC (“Craig-Hallum”) acted as a qualified independent underwriter for the Initial Public Offering. The Company has agreed to indemnify Craig-Hallum against certain liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. Craig-Hallum received a fee of $ 100,000 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholders’ (Deficit) Equity | Note 7 — Stockholders’ Deficit Stockholders’ (Deficit) Equity Preferred Stock 1,000,000 0.0001 no Common Stock 100,000,000 0.0001 3,450,000 25,000 575,000 2,875,000 708,738 141,624 57,500 3,132,500 11,500,000 EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Holders of common stock will vote on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s second amended and restated certificate of incorporation, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s common stock that are voted is required to approve any such matter voted on by its stockholders. Warrants 11,757,500 11.50 9.20 60 9.20 115 18.00 180 30 five years The Company has agreed that as soon as practicable, but in no event later than 20 60 Redemption of public and private warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the last reported sale price of the common stock equals or exceeds $ 18.00 20 Rights 11,757,500 EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 7 — STOCKHOLDERS’ (DEFICIT) EQUITY Stockholders’ (Deficit) Equity Preferred Stock 1,000,000 0.0001 no Common Stock 100,000,000 0.0001 3,450,000 25,000 575,000 2,875,000 708,738 141,624 57,500 3,132,500 2,875,000 11,500,000 no Holders of common stock will vote on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s second amended and restated certificate of incorporation, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s common stock that are voted is required to approve any such matter voted on by its stockholders. Warrants 11,757,500 no 11.50 9.20 60 9.20 115 18.00 180 30 five years The Company has agreed that as soon as practicable, but in no event later than 20 60 Redemption of public and private warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 ● if, and only if, the last reported sale price of the common stock equals or exceeds $ 18.00 20 Rights 11,757,500 no |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 8 — INCOME TAX Income Tax The Company’s net deferred tax assets at December 31, 2022 and 2021 are as follows: Schedule of Net Deferred Tax Assets December 31, 2022 December 31, 2021 Deferred tax assets Net operating loss carryforward $ — $ — Startup/organization expenses 28,711 103 Total deferred tax assets 28,711 103 Valuation allowance (28,711 ) (103 ) Deferred tax assets $ — $ — The income tax provision for the year ended December 31, 2022 and for the period from March 3, 2021 (inception) through December 31, 2021 consists of the following: Schedule of Income Tax Provision For the Year Ended For The Period From December 31, 2022 December 31, 2021 Federal Current $ 206,393 $ — Deferred (28,608 ) (103 ) State and Local Current — — Deferred — — Change in valuation allowance 28,608 103 Income tax provision $ 206,393 $ — As of December 31, 2022 and 2021, the Company had no no 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 assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $ 28,608 103 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: Schedule of Reconciliation of the Federal Income Tax Rate For The Period From December 31, 2022 December 31,2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Stock-based compensation expense 1.7 % 0.0 % Valuation allowance 3.6 % (21.0 )% Income tax provision 26.3 % 0.0 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to permanent book to tax differenced related to change in fair value of warrants and full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2022 and 2021 remain open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 8 — Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on Recurring Basis Description Level March 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 118,498,801 $ 117,254,670 | NOTE 9 — FAIR VALUE MEASUREMENTS Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on Recurring Basis Description Level December 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 117,254,670 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. | NOTE 10 - SUBSEQUENT EVENTS Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 3, 2023, EF Hutton Acquisition Corporation I (the “Registrant” or the “Parent”) entered into a Merger Agreement (the “Agreement”) with Humble Imports Inc., d/b/a E.C.D. Auto Design, a Florida corporation (the “Company”), ECD Auto Design UK, Ltd., an England and Wales corporation (the “ECD UK”), EFHAC Merger Sub, Inc., a Florida corporation (“Merger Sub”) and wholly-owned subsidiary of the Registrant, and Scott Wallace as Securityholder Representative, pursuant to which Merger Sub will merge with and into the Company with the Company as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the “Merger”). In connection with the Merger, the Parent will change its name to “E.C.D. Automotive Design Inc.” or such other name designated by the Company by notice to Parent. The Board of Directors of the Registrant (the “Board”) has unanimously (i) approved and declared advisable the Agreement, the Merger and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the Agreement and related matters by the stockholders of the Registrant. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated under the Exchange Act. Certain information or footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on March 28, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. EF HUTTON ACQUISITION CORPORATION I | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status 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 stockholders’ approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(l) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 237,336 546,210 no | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 546,210 25,000 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2023 and December 31, 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. | Marketable Securities Held in Trust Account At December 31, 2022, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. As of December 31, 2021 there were no |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was (281.68) 0 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company’s effective tax rate was 26.3 0 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes for the year ended December 31, 2022 was $ 206,393 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
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 at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company will account for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considered whether the Rights were freestanding financial instruments pursuant to ASC 480, met the definition of a liability pursuant to ASC 480, and whether the Rights met all the requirements for equity classification under ASC 815, including whether the Rights were indexed to the Company’s own shares of common stock, among other conditions for the equity classification. EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 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 at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company will account for its Rights as equity-classified instruments based on an assessment of the Rights’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considered whether the Rights were freestanding financial instruments pursuant to ASC 480, met the definition of a liability pursuant to ASC 480, and whether the Rights met all the requirements for equity classification under ASC 815, including whether the Rights were indexed to the Company’s own shares of common stock, among other conditions for the equity classification. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company’s common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., public warrants) and as such, the initial carrying value of public shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The public shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480- 10- S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. Accordingly, at March 31, 2023 and December 31, 2022, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2023 and December 31, 2022, the common stock reflected in the balance sheet are reconciled in the following table: Schedule of Common Shares Subject to Redemption Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,016,600 ) Proceeds allocated to Public Rights (1,329,317 ) Common Stock issuance costs (8,304,420 ) Plus: Remeasurement of carrying value to redemption value 12,476,505 Common shares subject to possible redemption, December 31, 2022 $ 116,826,168 Plus: Remeasurement of carrying value to redemption value 939,518 Common shares subject to possible redemption, March 31, 2023 $ 117,765,686 | Common Stock Subject to Possible Redemption The Company’s common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., public warrants) and as such, the initial carrying value of public shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The public shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480- 10- S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. Accordingly, at December 31, 2022 and 2021, shares subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022, the common stock reflected in the balance sheet are reconciled in the following table: Schedule of Common Shares Subject to Redemption Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,016,600 ) Proceeds allocated to Public Rights (1,329,317 ) Common Stock issuance costs (8,304,420 ) Plus: Remeasurement of carrying value to redemption value 12,476,505 Common stock subject to possible redemption, December 31, 2022 $ 116,826,168 |
Net Loss per Common Stock | Net Loss per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per common stock is computed by dividing net loss by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from losses per share as the redemption value approximates fair value. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,757,500 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Income (Loss) Per Common Share Redeemable Non-redeemable Redeemable Non-redeemable For the Three Months Ended March 31, 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (267,049 ) $ (72,742 ) $ — $ (668 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,132,500 — 2,500,000 Basic and diluted net loss per share of common stock $ (0.02 ) $ (0.02 ) $ 0.00 $ (0.00 ) EF HUTTON ACQUISITION CORPORATION I NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from losses per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 11,757,500 The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Schedule of Basic and Diluted Net Income (Loss) Per Common Share Redeemable Non-redeemable Redeemable Non-redeemable For the Year Ended December 31, 2022 For The Period From March 3, 2021 (Inception) Through December 31, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 310,527 $ 266,913 $ — $ (490 ) Denominator: Basic and diluted weighted average shares outstanding 3,434,247 2,951,897 — 2,500,000 Basic and diluted net income (loss) per share of common stock $ 0.09 $ 0.09 $ — $ (0.00 ) |
Stock-Based Compensation | Stock-Based Compensation The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its stock-based 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 share-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. Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 upon its incorporation. The impact to the balance sheet, statement of operations and cash flows was not material. In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update simplifies the accounting for convertible instruments by removing certain separation models in Subtopic 470-20, Debt—Debt with Conversion and Other Options for convertible instruments and introducing other changes. As a result of ASU No. 2020-06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU No. 2020-06 upon its incorporation. The impact to the balance sheet, statement of operations and cash flows was not material. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Common Shares Subject to Redemption | At March 31, 2023 and December 31, 2022, the common stock reflected in the balance sheet are reconciled in the following table: Schedule of Common Shares Subject to Redemption Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,016,600 ) Proceeds allocated to Public Rights (1,329,317 ) Common Stock issuance costs (8,304,420 ) Plus: Remeasurement of carrying value to redemption value 12,476,505 Common shares subject to possible redemption, December 31, 2022 $ 116,826,168 Plus: Remeasurement of carrying value to redemption value 939,518 Common shares subject to possible redemption, March 31, 2023 $ 117,765,686 | At December 31, 2022, the common stock reflected in the balance sheet are reconciled in the following table: Schedule of Common Shares Subject to Redemption Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (1,016,600 ) Proceeds allocated to Public Rights (1,329,317 ) Common Stock issuance costs (8,304,420 ) Plus: Remeasurement of carrying value to redemption value 12,476,505 Common stock subject to possible redemption, December 31, 2022 $ 116,826,168 |
Schedule of Basic and Diluted Net Income (Loss) Per Common Share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Income (Loss) Per Common Share Redeemable Non-redeemable Redeemable Non-redeemable For the Three Months Ended March 31, 2023 2022 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (267,049 ) $ (72,742 ) $ — $ (668 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 3,132,500 — 2,500,000 Basic and diluted net loss per share of common stock $ (0.02 ) $ (0.02 ) $ 0.00 $ (0.00 ) | The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Schedule of Basic and Diluted Net Income (Loss) Per Common Share Redeemable Non-redeemable Redeemable Non-redeemable For the Year Ended December 31, 2022 For The Period From March 3, 2021 (Inception) Through December 31, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 310,527 $ 266,913 $ — $ (490 ) Denominator: Basic and diluted weighted average shares outstanding 3,434,247 2,951,897 — 2,500,000 Basic and diluted net income (loss) per share of common stock $ 0.09 $ 0.09 $ — $ (0.00 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets at December 31, 2022 and 2021 are as follows: Schedule of Net Deferred Tax Assets December 31, 2022 December 31, 2021 Deferred tax assets Net operating loss carryforward $ — $ — Startup/organization expenses 28,711 103 Total deferred tax assets 28,711 103 Valuation allowance (28,711 ) (103 ) Deferred tax assets $ — $ — |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2022 and for the period from March 3, 2021 (inception) through December 31, 2021 consists of the following: Schedule of Income Tax Provision For the Year Ended For The Period From December 31, 2022 December 31, 2021 Federal Current $ 206,393 $ — Deferred (28,608 ) (103 ) State and Local Current — — Deferred — — Change in valuation allowance 28,608 103 Income tax provision $ 206,393 $ — |
Schedule of Reconciliation of the Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: Schedule of Reconciliation of the Federal Income Tax Rate For The Period From December 31, 2022 December 31,2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Stock-based compensation expense 1.7 % 0.0 % Valuation allowance 3.6 % (21.0 )% Income tax provision 26.3 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on Recurring Basis Description Level March 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 118,498,801 $ 117,254,670 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets Measured at Fair Value on Recurring Basis Description Level December 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 117,254,670 |
Organization and Business Ope_2
Organization and Business Operations and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||
Sep. 13, 2022 | Sep. 08, 2022 | Aug. 16, 2022 | May 23, 2022 | Apr. 05, 2022 | Mar. 08, 2022 | Mar. 07, 2022 | Mar. 04, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||||||
Sale of stock, purchase price | $ 25,000 | |||||||||||
Sale of stock, price per share | $ 10 | $ 10.10 | $ 10 | |||||||||
Sale of stock, consideration received | $ 115,000,000 | |||||||||||
Proceeds from sale of private placement units | $ 2,575,000 | |||||||||||
Transaction costs amount | 4,950,750 | 4,950,750 | ||||||||||
Underwriting fee | 4,025,000 | 4,025,000 | ||||||||||
Other offering costs | 925,750 | $ 925,750 | ||||||||||
Share price | $ 10.10 | $ 10.10 | ||||||||||
Assets held in trust | $ 116,150,000 | |||||||||||
Interest dissolution expenses | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||
Percent of obligation to redeem public shares | 100% | 100% | ||||||||||
Minimum tangible assets for business combination | $ 5,000,001 | $ 5,000,001 | ||||||||||
Percentage obligation to redeem public shares | 100% | 100% | ||||||||||
Federal excise tax, percent | 21% | 21% | 21% | 21% | ||||||||
Inflation Reduction Act [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Federal excise tax, percent | 1% | |||||||||||
Deposits [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Share price | $ 0.05 | $ 0.05 | ||||||||||
Assets held-in-trust, amount | $ 575,000 | $ 575,000 | ||||||||||
IPO [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction | 11,500,000 | 11,500,000 | ||||||||||
Sale of stock, price per share | $ 10.10 | |||||||||||
Assets held in trust | $ 116,150,000 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction | 1,500,000 | 1,500,000 | ||||||||||
Sale of stock, price per share | $ 10 | |||||||||||
Private Placement [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction | 257,500 | 257,500 | ||||||||||
Sale of stock, price per share | $ 10 | $ 10 | ||||||||||
Proceeds from sale of private placement units | $ 2,575,000 | $ 2,575,000 | ||||||||||
Maximum [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Share price | $ 12 | $ 12 | ||||||||||
Maximum [Member] | Deposits [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Share price | $ 0.45 | $ 0.45 | ||||||||||
Assets held-in-trust, amount | $ 5,175,000 | $ 5,175,000 | ||||||||||
Founder Shares [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Stock issued during period shares | 750,000 | |||||||||||
Share price | $ 0.009 | |||||||||||
Sponsor [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Stock issued during period shares | 3,450,000 | |||||||||||
Sale of stock, price per share | $ 10.10 | $ 10.10 | ||||||||||
Sponsor [Member] | Private Placement [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction | 215,500 | 215,500 | ||||||||||
Proceeds from sale of private placement units | $ 2,125,000 | $ 2,125,000 | ||||||||||
Sponsor [Member] | Maximum [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Sale of stock, price per share | $ 10.10 | $ 10.10 | ||||||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Stock issued during period shares | 57,500 | 141,624 | 708,738 | 3,450,000 | ||||||||
Common stock shares subject to forfeiture | 2,875,000 | 450,000 | ||||||||||
Sale of stock, purchase price | $ 25,000 | |||||||||||
Number of shares redeemed | 575,000 | |||||||||||
Founder shares outstanding | 2,875,000 | 1,607,418 | 1,607,418 | |||||||||
Stock transferred during period shares | 57,500 | 141,624 | 708,738 | |||||||||
Sponsor [Member] | Founder Shares [Member] | Maximum [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Common stock shares subject to forfeiture | 375,000 | |||||||||||
Investor [Member] | Founder Shares [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Stock issued during period shares | 75,000 | |||||||||||
Sale of stock, price per share | $ 4.84 | |||||||||||
Investor [Member] | Founder Shares [Member] | Maximum [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Stock issued during period shares | 750,000 | |||||||||||
Share price | $ 0.009 | |||||||||||
Ten Anchor Investors [Member] | Founder Shares [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Stock issued during period shares | 75,000 | |||||||||||
Anchor Investors [Member] | Founder Shares [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Stock issued during period shares | 750,000 | |||||||||||
Sale of stock, price per share | $ 4.84 | |||||||||||
Share price | $ 0.009 | $ 0.009 | ||||||||||
Founder shares outstanding | 750,000 | 750,000 |
Schedule of Common Shares Subje
Schedule of Common Shares Subject to Redemption (Details) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Gross proceeds | $ 115,000,000 | ||
Proceeds allocated to Public Warrants | (1,016,600) | ||
Proceeds allocated to Public Rights | (1,329,317) | ||
Common Stock issuance costs | (8,304,420) | ||
Remeasurement of carrying value to redemption value | $ 939,518 | 12,476,505 | |
Common shares subject to possible redemption | $ 117,765,686 | $ 116,826,168 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable [Member] | ||||
Basic and diluted net loss per share of common stock | ||||
Allocation of net loss, as adjusted | $ 310,527 | |||
Basic and diluted net loss per share of common stock | $ 0.09 | |||
Non-Redeemable Common Stock [Member] | ||||
Basic and diluted net loss per share of common stock | ||||
Allocation of net loss, as adjusted | $ (72,742) | $ (668) | $ (490) | $ 266,913 |
Basic and diluted weighted average shares outstanding | 3,132,500 | 2,500,000 | 2,500,000 | 2,951,897 |
Basic and diluted net loss per share of common stock | $ (0.02) | $ 0 | $ 0 | $ 0.09 |
Redeemable Common Stock [Member] | ||||
Basic and diluted net loss per share of common stock | ||||
Allocation of net loss, as adjusted | $ (267,049) | |||
Basic and diluted weighted average shares outstanding | 11,500,000 | 3,434,247 | ||
Basic and diluted net loss per share of common stock | $ (0.02) | $ 0.09 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash | $ 237,336 | $ 25,000 | $ 546,210 | |
Marketable securities held in trust account | $ 0 | |||
Federal deposit insurance corporation coverage, amount | $ 250,000 | $ 250,000 | ||
Effective tax rate | (281.68%) | 0% | 0% | 26.30% |
Statutory tax rate | 21% | 21% | 21% | 21% |
Income tax expense benefit | $ 250,767 | $ 206,393 | ||
Cash equivalents | $ 0 | $ 0 | ||
Common Class A [Member] | ||||
Warrants are exercisable to purchase, shares | 11,757,500 | |||
Warrants are exercisable to purchase, shares | 11,757,500 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - $ / shares | 12 Months Ended | ||
Sep. 13, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Purchase price per unit | $ 10 | $ 10 | $ 10.10 |
Exercise price of warrants, per share | $ 11.50 | $ 11.50 | $ 11.50 |
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction | 11,500,000 | 11,500,000 | |
Purchase price per unit | $ 10.10 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction | 1,500,000 | 1,500,000 | |
Purchase price per unit | $ 10 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Sep. 13, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, price per share | $ 10 | $ 10 | $ 10.10 | |
Proceeds from issuance of private placement | $ 2,575,000 | |||
Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, price per share | $ 10.10 | $ 10.10 | ||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 257,500 | 257,500 | ||
Sale of stock, price per share | $ 10 | $ 10 | ||
Proceeds from issuance of private placement | $ 2,575,000 | $ 2,575,000 | ||
Private Placement [Member] | Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 215,500 | 215,500 | ||
Proceeds from issuance of private placement | $ 2,125,000 | $ 2,125,000 | ||
Private Placement [Member] | Mr Bush [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 5,000 | 5,000 | ||
Proceeds from issuance of private placement | $ 50,000 | $ 50,000 | ||
Private Placement [Member] | Mr Hodge [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 10,000 | 10,000 | ||
Proceeds from issuance of private placement | $ 100,000 | $ 100,000 | ||
Private Placement [Member] | SHR Ventures LLC [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 30,000 | 30,000 | ||
Proceeds from issuance of private placement | $ 300,000 | $ 300,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Sep. 08, 2022 | May 23, 2022 | Apr. 05, 2022 | Mar. 23, 2022 | Mar. 08, 2022 | Mar. 07, 2022 | Mar. 04, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 13, 2022 | |
Related Party Transaction [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||||
Stock issued during period shares | 257,500 | ||||||||||
Stock issued during period value, fair value | $ 2,575,000 | ||||||||||
Share price | $ 10.10 | $ 10.10 | |||||||||
Stock issued during period shares, fair value | 25,000 | ||||||||||
Sale of stock price per share | 10.10 | $ 10 | $ 10 | ||||||||
Proceeds from promissory note related party | $ 19,700 | ||||||||||
Conversion price | $ 10 | $ 10 | |||||||||
Working capital loans, outstanding | $ 0 | $ 0 | |||||||||
Commercial Loan [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Working capital loans, outstanding | 0 | 0 | |||||||||
Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from promissory note related party | $ 0 | 19,700 | |||||||||
Note outstanding | $ 0 | $ 19,700 | |||||||||
Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price | $ 12 | $ 12 | |||||||||
Loans converted into private units, amount | $ 5,475,000 | $ 5,475,000 | |||||||||
Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period shares | 750,000 | ||||||||||
Share price | $ 0.009 | ||||||||||
Founder Shares [Member] | Director [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period shares | 374,614 | 250,000 | |||||||||
Stock-based compensation, amount | $ 62,500 | ||||||||||
Founder Shares [Member] | Management [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period value, fair value | $ 137,354 | $ 137,354 | |||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period shares | 3,450,000 | ||||||||||
Stock issued during period shares, fair value | $ 25,000 | ||||||||||
Sale of stock price per share | $ 10.10 | 10.10 | |||||||||
Sponsor [Member] | Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sale of stock price per share | $ 10.10 | $ 10.10 | |||||||||
Loan amount | $ 300,000 | $ 300,000 | |||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period shares | 57,500 | 141,624 | 708,738 | 3,450,000 | |||||||
Common stock shares subject to forfeiture | 2,875,000 | 450,000 | |||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||||
Number of shares redeemed | 575,000 | ||||||||||
Founder shares outstanding | 2,875,000 | 1,607,418 | 1,607,418 | ||||||||
Stock transferred during period shares | 57,500 | 141,624 | 708,738 | ||||||||
Sponsor [Member] | Founder Shares [Member] | Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock shares subject to forfeiture | 375,000 | ||||||||||
Mr Bush [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares outstanding | 79,732 | 79,732 | |||||||||
Thomas Wood [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares outstanding | 50,000 | 50,000 | |||||||||
Stanley Hutton Rumbough [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares outstanding | 50,000 | 50,000 | |||||||||
Anne Lee [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares outstanding | 50,000 | 50,000 | |||||||||
Paul Hodge Jr. [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares outstanding | 109,463 | 109,463 | |||||||||
SHR Ventures LLC [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Founder shares outstanding | 178,387 | 178,387 | |||||||||
Anchor Investors [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period shares | 750,000 | ||||||||||
Founder shares outstanding | 750,000 | 750,000 | |||||||||
Share price | $ 0.009 | $ 0.009 | |||||||||
Stock issued during period shares, fair value | $ 3,626,296 | ||||||||||
Sale of stock price per share | $ 4.84 | ||||||||||
Investor [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period shares | 75,000 | ||||||||||
Stock issued during period shares, fair value | $ 3,626,296 | ||||||||||
Sale of stock price per share | $ 4.84 | ||||||||||
Investor [Member] | Founder Shares [Member] | Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period shares | 750,000 | ||||||||||
Share price | $ 0.009 | ||||||||||
Ten Anchor Investors [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during period shares | 75,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Sep. 13, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from initial public offering | $ 115,000,000 | |||
Value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Proceeds from sale of Private Placement Units | $ 2,575,000 | |||
Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Issuance of common stock | 2,875,000 | |||
Underwriters Agreement [Member] | Over-Allotment Option [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Issuance of common stock | 1,500,000 | |||
Share price per share | $ 10 | |||
Underwriters Agreement [Member] | IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Underwriting commissions, percentage | 3.50% | |||
Proceeds from initial public offering | $ 4,025,000 | |||
Proceeds from initial public offering | 100,000 | |||
Underwriter fees | $ 100,000 | |||
Merger Consideration [Member] | Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Issuance of common stock | 21,000,000 | |||
Value per share | $ 0.0001 | |||
Payments to security holders | $ 15,000,000 | |||
PIPE [Member] | Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from sale of Private Placement Units | $ 65,000,000 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity (Details Narrative) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||
May 23, 2022 | Apr. 05, 2022 | Apr. 05, 2022 | Mar. 08, 2022 | Mar. 07, 2022 | Mar. 04, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 13, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock shares issued | 0 | 0 | 0 | |||||||
Preferred stock shares outstanding | 0 | 0 | 0 | |||||||
Common stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Purchase price of shares issued | $ 25,000 | |||||||||
Common stock shares issued | 3,132,500 | 2,875,000 | 3,132,500 | |||||||
Common stock shares outstanding | 3,132,500 | 2,875,000 | 3,132,500 | |||||||
Common stock shares subject to possible redemption | 11,500,000 | 0 | 11,500,000 | |||||||
Warrants outstanding | 11,757,500 | 0 | 11,757,500 | |||||||
Exercise price of warrant | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Share price | $ 10.10 | $ 10.10 | ||||||||
Warrants and rights outstanding | $ 11,757,500 | $ 0 | $ 11,757,500 | |||||||
Public Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants and rights outstanding, term | 5 years | 5 years | ||||||||
Minimum lock in period required for warrant exercise from the date of business combination | 20 days | 20 days | ||||||||
Minimum period required for filing SEC registration statement from the date of business combination | 60 days | 60 days | ||||||||
Share Price Equal or Less Nine point Two Rupees per dollar [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Class of warrant or right exercise price adjustment percentage higher of market value | 115% | 115% | ||||||||
Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Class of warrant or right exercise price adjustment percentage higher of market value | 180% | 180% | ||||||||
Common Class A [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Exercise price of warrant | $ 11.50 | |||||||||
Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees per dollar [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Exercise price of warrant | $ 9.20 | 9.20 | ||||||||
Share redemption trigger price | $ 9.20 | $ 9.20 | ||||||||
Minimum percentage gross proceeds required from issuance of equity | 60% | 60% | ||||||||
Class of warrant or right minimum notice period for redemption | 30 days | 30 days | ||||||||
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Exercise price of warrant | $ 18 | $ 18 | ||||||||
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | Redemption of Warrants [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Class of warrants, redemption price per unit | $ 0.01 | $ 0.01 | ||||||||
Class of warrants, redemption notice period | 30 days | 30 days | ||||||||
Share price | $ 18 | $ 18 | ||||||||
Number of consecutive trading days for determining share price | 20 days | 20 days | ||||||||
Founder Shares [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock issued to initial stockholders, shares | 750,000 | |||||||||
Common stock shares surrendered | 57,500 | 141,624 | 708,738 | |||||||
Share price | $ 0.009 | |||||||||
Sponsor [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock issued to initial stockholders, shares | 3,450,000 | |||||||||
Purchase price of shares issued | $ 25,000 | |||||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock issued to initial stockholders, shares | 57,500 | 141,624 | 708,738 | 3,450,000 | ||||||
Number of shares redeemed | 575,000 | |||||||||
Common shares after forfeiture | 2,875,000 | |||||||||
Common stock shares outstanding | 2,875,000 | |||||||||
Stock transferred during period shares | 57,500 | 141,624 | 708,738 |
Schedule of Net Deferred Tax As
Schedule of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | ||
Startup/organization expenses | 28,711 | 103 |
Total deferred tax assets | 28,711 | 103 |
Valuation allowance | (28,711) | (103) |
Deferred tax assets |
Schedule of Income Tax Provisio
Schedule of Income Tax Provision (Details) - USD ($) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Federal: Current | $ 206,393 | |||
Federal: Deferred | (103) | (28,608) | ||
State: Current | ||||
State: Deferred | ||||
Change in valuation allowance | 103 | 28,608 | ||
Income tax provision (benefit) | $ 250,767 | $ 206,393 |
Schedule of Reconciliation of t
Schedule of Reconciliation of the Federal Income Tax Rate (Details) | 3 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Statutory federal income tax rate | 21% | 21% | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% | ||
Stock-based compensation expense | 0% | 1.70% | ||
Valuation allowance | (21.00%) | 3.60% | ||
Income tax provision | (281.68%) | 0% | 0% | 26.30% |
Income Tax (Details Narrative)
Income Tax (Details Narrative) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Offset future taxable income | $ 0 | $ 0 |
Change in valuation allowance | 103 | 28,608 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 0 | $ 0 |
Schedule of Assets Measured at
Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities held in Trust Account | $ 118,498,801 | $ 117,254,670 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities held in Trust Account | $ 118,498,801 | 117,254,670 | |
Marketable Securities Held In Trust Account [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities held in Trust Account | $ 117,254,670 |