Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 21, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Central Index Key | 0001931691 | ||
Entity File Number | 001-41464 | ||
Entity Registrant Name | MOBIV ACQUISITION CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-4345206 | ||
Entity Address, Address Line One | 850 Library Avenue, Suite 204 | ||
Entity Address, City or Town | Newark | ||
Entity Address, State or Province | DE | ||
Entity Address, Postal Zip Code | 19711 | ||
City Area Code | 302 | ||
Local Phone Number | 738-6680 | ||
Title of 12(b) Security | Class A common stock, par value $0.000001 per share | ||
Trading Symbol | MOBV | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 0 | ||
Entity Shell Company | true | ||
Auditor Location | Houston, Texas | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey, LLP | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Units, each consisting of one share of Class A common stock and one Redeemable Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one Redeemable Warrant | ||
Trading Symbol | MOBVU | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Trading Symbol | MOBVW | ||
Security Exchange Name | NASDAQ | ||
Class A common stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,648,350 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 2,501,250 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2022 USD ($) |
Current assets: | |
Cash | $ 467,756 |
Prepaid expenses and other current assets | 6,667 |
Short-term prepaid insurance | 278,664 |
Total current assets | 753,087 |
Non-current assets: | |
Long-term prepaid insurance | 23,226 |
Marketable securities held in Trust Account | 103,726,404 |
Total Assets | 104,502,717 |
Current liabilities: | |
Accounts payable and accrued expenses | 308,569 |
Income taxes payable | 206,045 |
Amount due to related party | 3,215 |
Total current liabilities | 517,829 |
Non-Current liabilities: | |
Deferred underwriting fee payable | 3,501,750 |
Total liabilities | 4,019,579 |
Commitments and Contingencies | |
Redeemable Class A Common Stock | |
Redeemable Class A common stock, $0.000001 par value; 100,000,000 shares authorized; 10,005,000 shares issued and outstanding subject to possible redemption, at redemption value of $10.33 | 103,323,647 |
Stockholders' Deficit | |
Preferred shares, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid in capital | 0 |
Accumulated deficit | (2,840,513) |
Total Stockholders' Deficit | (2,840,509) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | 104,502,717 |
Class A common stock [Member] | |
Redeemable Class A Common Stock | |
Redeemable Class A common stock, $0.000001 par value; 100,000,000 shares authorized; 10,005,000 shares issued and outstanding subject to possible redemption, at redemption value of $10.33 | 103,323,647 |
Stockholders' Deficit | |
Common stock | 1 |
Class B Common Stock [Member] | |
Stockholders' Deficit | |
Common stock | $ 3 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | Dec. 31, 2022 $ / shares shares |
Preferred stock, par value | $ / shares | $ / shares | $ 0.000001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A common stock [Member] | |
Common stock, par value | $ / shares | $ 0.000001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 643,350 |
Common stock, shares outstanding | 643,350 |
Temporary equity shares outstanding | 10,005,000 |
Temporary equity, par or stated value per share | $ / shares | $ 0.000001 |
Temporary equity, shares authorized | 100,000,000 |
Temporary equity, shares issued | 10,005,000 |
Temporary equity, redemption price per share | $ / shares | $ 10.33 |
Class B Common Stock [Member] | |
Common stock, par value | $ / shares | $ 0.000001 |
Common stock, shares authorized | 10,000,000 |
Common stock, shares issued | 2,501,250 |
Common stock, shares outstanding | 2,501,250 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Operating and formation costs | $ 593,523 |
Loss from operations | (593,523) |
Other income: | |
Dividends on marketable securities held in Trust Account | 1,175,154 |
Total other income | 1,175,154 |
Loss before provision for income taxes | 581,631 |
Provision for income taxes | (206,045) |
Net income | 375,586 |
Common Class A [Member] | |
Other income: | |
Net income | $ 251,381 |
Weighted average shares outstanding, basic | shares | 4,312,879 |
Weighted average shares outstanding, diluted | shares | 4,312,879 |
Basic net loss per common stock | $ / shares | $ 0.06 |
Diluted net loss per common stock | $ / shares | $ 0.06 |
Common Class B [Member] | |
Other income: | |
Net income | $ 124,205 |
Weighted average shares outstanding, basic | shares | 2,130,953 |
Weighted average shares outstanding, diluted | shares | 2,130,953 |
Basic net loss per common stock | $ / shares | $ 0.06 |
Diluted net loss per common stock | $ / shares | $ 0.06 |
STATEMENT OF CHANGES IN SHAREHO
STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - 12 months ended Dec. 31, 2022 - USD ($) | Total | IPO [Member] | Private Placement [Member] | Over-Allotment Option [Member] | Common Class A [Member] | Class B Common Stock [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class A [Member] IPO [Member] | Common Stock [Member] Common Class A [Member] Private Placement [Member] | Common Stock [Member] Common Class A [Member] Over-Allotment Option [Member] | Common Stock [Member] Class B Common Stock [Member] | Additional Paid In Capital [Member] | Additional Paid In Capital [Member] IPO [Member] | Additional Paid In Capital [Member] Private Placement [Member] | Accumulated Deficit [Member] |
Balance Beginning at Jan. 06, 2022 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||
Balance Beginning, Shares at Jan. 06, 2022 | 0 | 0 | |||||||||||||
Issuance of Class B common stock to Initial Stockholders | 25,000 | $ 100,050,000 | $ 5,433,000 | $ 0 | $ 10 | $ 1 | $ 3 | 24,997 | $ 100,049,990 | $ 5,432,999 | |||||
Issuance of Class B common stock to Initial Stockholders, Shares | 10,005,000 | 543,300 | 100,050 | 10,005,000 | 543,300 | 100,050 | 2,501,250 | ||||||||
Offering costs and deferred underwriting commissions | (5,400,448) | $ (5,400,448) | (5,400,448) | ||||||||||||
Initial classification of Class A common stock subject to possible redemption | (102,551,250) | $ (10) | (102,551,240) | ||||||||||||
Initial classification of Class A common stock subject to possible redemption, Shares | (10,005,000) | ||||||||||||||
Reclassification of negative Additional Paid In Capital to Accumulated Deficit, Shares | 0 | ||||||||||||||
Reclassification of negative Additional Paid In Capital to Accumulated Deficit | 2,443,702 | $ 0 | 2,443,702 | (2,443,702) | |||||||||||
Accretion for Class A common stock to redemption amount | (772,397) | (772,397) | |||||||||||||
Net Income | 375,586 | $ 251,381 | $ 124,205 | 375,586 | |||||||||||
Balance Ending at Dec. 31, 2022 | $ (2,840,509) | $ 1 | $ 3 | $ 0 | $ (2,840,513) | ||||||||||
Balance Ending, Shares at Dec. 31, 2022 | 643,350 | 2,501,250 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - shares | 12 Months Ended | |
Aug. 08, 2022 | Dec. 31, 2022 | |
IPO [Member] | ||
Stock issued during the period shares | 10,005,000 | 10,005,000 |
Private Placement [Member] | ||
Stock issued during the period shares | 543,300 | 543,300 |
Over-Allotment Option [Member] | ||
Stock issued during the period shares | 1,305,000 | 100,050 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ 375,586 |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Dividends on marketable securities held in Trust Account | (1,175,154) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (6,667) |
Short-term prepaid insurance | (278,664) |
Long-term prepaid insurance | (23,226) |
Accounts payable and accrued expenses | 308,569 |
Income taxes payable | 206,045 |
Net cash used in operating activities | (593,511) |
Cash Flows from Investing Activities: | |
Investments of cash into Trust Account | (102,551,250) |
Net cash used in investing activities | (102,551,250) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of Class B common stock to initial stockholders | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 98,549,250 |
Proceeds from sale of Private Placement Units | 5,433,000 |
Amount due to related party | 9,757 |
Proceeds from promissory note—related party | 1,000 |
Repayment of Advances from Related Party | (6,542) |
Repayment of promissory note—related party | (113,774) |
Shares of class A common stock issuance costs | (285,174) |
Net cash provided by financing activities | 103,612,517 |
Net Change in Cash | 467,756 |
Cash – Beginning of period | 0 |
Cash – End of period | 467,756 |
Supplemental disclosures of non-cash investing and financing activities: | |
Deferred offering costs included in promissory note—related party | 112,774 |
Initial classification of Class A common stock subject to possible redemption | 102,551,250 |
Accretion for Class A common stock to redemption amount | 772,397 |
Deferred underwriting fee payable | 3,501,750 |
Reclassification of negative additional paid in capital to accumulated deficit | $ 2,443,702 |
Description of Organization Bus
Description of Organization Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Mobiv Acquisition Corp (the “Company”) is a blank check company incorporated in the State of Delaware on January 7, 2022. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar Business Combination with one or more businesses or entities (“Business Combination”). While the Company may pursue an initial Business Combination target in any business, industry or sector or geographical location, the Company intends to focus on businesses in the electric vehicles and urban mobility industries and expressly disclaims any intent to and will to pursue a Business Combination with any business located in China, Hong Kong, Macau, Taiwan, Russia or Iran. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from January 7, 2022 (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 The Company’s sponsor is Mobiv Pte. Ltd., a Singapore private company (the “Sponsor”). The Registration Statement for the Company’s Initial Public Offering was declared effective on August 3, 2021. On August 8, 2022, the Company consummated its Initial Public Offering of 10,005,000 Units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,050,000 (the “Initial Public Offering”), and incurring offering costs of $5,400,448, of which $3,501,750 was for deferred underwriting commissions (see Note 6). The Company granted the underwriter a 45-day Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 543,300 Units (the “Placement Units”) to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $5,433,000 (the “Private Placement”) (see Note 4). Following the closing of the Initial Public Offering on August 8, 2022, an amount of $102,551,250 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Placement Units was placed in a Trust Account (the “Trust Account”) and may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.25 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing an initial Business Combination which contain substantially the same financial and other information about an initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act. The Sponsor has agreed to (i) waive its redemption rights with respect to its Class B common stock (the “founder shares”) and Public Shares in connection with the completion of the Company’s initial Business Combination including through the placement Units, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (A) modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection with an initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within nine months from the closing of this offering (or up to a total of 18 months at the election of the Sponsor, through up to nine one-month pre-initial The Company will have until 9 months from the closing of the Initial Public Offering (or up to a total of 18 months from the closing of the Initial Public Offering at the election of the Company in nine separate one month extensions subject to satisfaction of certain conditions, including the deposit of $333,166.50 ($0.0333 per unit) for each one month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s certificate of incorporation) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Offering price per Unit. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.25 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.25 per unit, due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Capital Resources The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 in cash from the Sponsor in exchange for issuance of founder shares (as defined in Note 5), and loan from the Sponsor of $113,774 under the Note (as defined in Note 5). The Company repaid the Note in full on August 11, 2022, after receipt of funds in the operating bank account from the Trust Account. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of December 31, 2022, there were no amounts outstanding under any Working Capital Loan. Going Concern Consideration As of December 31, 2022, the Company had cash of $467,756 and a working capital of $235,258. The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)2014-15, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act Registration Statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $467,756 and had no cash equivalents as of December 31, 2022. Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 10,005,000 shares of Class A 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, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. At December 31, 2022, there were 10,005,000 shares of Class A common stock subject to possible redemption outstanding (excluding the 543,300 private placement shares and 100,050 representative shares reported as part of permanent equity) and accretion of its carrying value to redemption value totaled to $772,397. At December 31, 2022, the shares of Class A common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 100,050,000 Less: Shares of class A common stock issuance costs (5,400,448 ) Overfunding in Trust Account ($0.25/unit) 2,501,250 Plus: Accretion of carrying value to redemption value 5,400,448 Shares of Class A common stock subject to possible redemption, August 8, 2022 (IPO closing date) $ 102,551,250 Plus: Accretion of carrying value to redemption value 772,397 Shares of Class A common stock subject to possible redemption, December 31, 2022 $ 103,323,647 Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board ASC340-10-S99-1and paid-in 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 35.43% for the period from January 7, 2022 (inception) through December 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. 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 period from January 7, 2022 (inception) through December 31, 2022 was $206,045. Net Income per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income per common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income per share as the redemption value approximates fair value. The calculation of diluted income per common stock does not consider the effect of the warrants issued with the (i) Initial Public Offering or (ii) Private Placement because the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Such warrants are exercisable to purchase 10,548,300 shares of Class A common stock in the aggregate following a Business Combination. The Company’s statement of operations include a presentation of income per share for Class A common stock (inclusive of shares subject to possible redemption, private placement shares, and representative shares) in a manner similar to the two-class The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Period from January 7, 2022 (Inception) through December 31, 2022 Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 251,381 $ 124,205 Denominator: Basic and diluted weighted average shares outstanding 4,312,879 2,130,953 Basic and diluted net income per share of common stock $ 0.06 $ 0.06 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. On December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 470-20) 815-40) ( ASU ASU if-converted ASU Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. 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. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On August 8, 2022, the Company consummated its Initial Public Offering of 10,005,000 Units (including the issuance of 1,305,000 Units as a result of the underwriter’s full exercise of its over-allotment option), at $10.00 per Unit, generating gross proceeds of $100,050,000. Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. As of December 31, 2022, the Company incurred offering costs of approximately $5,400,448, including $1,500,750 of underwriting fees paid in cash, $3,501,750 of deferred underwriting fees, and $397,948 of other offering costs. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 543,300 Placement Units at a price of $10.00 per Placement Unit ($5,433,000 in the aggregate). The proceeds from the sale of the Placement Units were added to the net proceeds from the Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the Company’s Trust Account with respect to the placement shares, which will expire worthless if the Company does not consummate a Business Combination. With respect to the placement warrants (“Placement Warrants”), as described in Note 7, the warrant agent shall not register any transfer of placement warrants until after the consummation of an initial Business Combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On April 22, 2022, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.009 per share. On July 1, 2022, the sponsor surrendered an aggregate of 373,750 founder shares for no consideration, which surrender was effective retroactively, resulting in 2,501,250 shares being outstanding. Such Class B common stock included an aggregate of up to 326,250 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Offering (assuming the initial stockholders do not purchase any Public Shares in the Offering and excluding the Placement Units and underlying securities). On May 1, 2022, the Sponsor transferred 5,000 shares to the Company’s Chief Financial Officer and 5,000 shares to each of the Company’s independent directors. Pursuant to a subscription agreement dated April 5, 2022 between Lloyd Bloom and the Sponsor, Lloyd Bloom, one of the independent directors, also subscribed 10,000 Class B Common Stock at $5.00 per share. As of December 31, 2022, the Sponsor owned 2,471,250 shares of Class B common stock. As the underwriters’ over-allotment option has been exercised in full on August 5, 2022, 326,250 of such shares held by the Sponsor will no longer be subject to forfeiture. The initial stockholders holding the founder shares have agreed not to transfer, assign or sell any shares of the Class B common stock (except to certain permitted transferees) until the earlier to occur of: (A) six months after the completion of an initial Business Combination or (B) subsequent to an initial Business Combination, (x) if the last sale price of Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Administrative Services Arrangement An affiliate of the Company’s has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to the affiliate of the Sponsor, of $10,000 per month, for up to nine months, subject to extension to 18 months, as provided in the Company’s Registration Statement, for such administrative services. For the period from January 7, 2022 (inception) through December 31, 2022, the Company incurred and paid $50,000 in such fees. Promissory Note — Related Party On April 22, 2022, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Offering. The note is non-interest Amount Due to Related Party The Sponsor transferred $5,433,279 to the Trust Account before the offering. The $279 excess proceeds over the private placement will be transferred to the Sponsor as over-allotment has already been exercised in full. As of December 31, 2022, there was $3,215 outstanding under amount due to related party including the $279 excess proceeds over the private placement. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes initial Business Combination, the Company will repay such loaned amounts. In the event that initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be converted into Units, at a price of $10.00 per unit at the option of the lender, upon consummation of an initial Business Combination. The Units would be identical to the placement Units. As of December 31, 2022, there is no amount outstanding under such Working Capital Loans. Representative Shares In connection with the Initial Public Offering, the Company issued the Representative 100,050 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of an initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 9 months from the closing of the Initial Public Offering (or up to a total of 18 months at the election of the Company in up to nine one-month as wa unit ) The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up lock-up |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares and placement Units (including securities contained therein) and the Units (including securities contained therein) that may be issued upon conversion of working capital loans, and Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the Units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Offering, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Company’s Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy- back” registration rights with respect to Registration Statements filed subsequent to the completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement The underwriters purchased the 1,305,000 of additional Units to cover over-allotments, less the underwriting discounts and commissions. The underwriters were paid a cash underwriting discount of one-point Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton, a right of first refusal to act as sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton’s sole discretion, for any and all future private or public equity and debt offerings, including all equity linked financings, during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement of which this prospectus forms a part. The right of refusal shall also encompass the time period leading up to the closing of the initial Business Combination while the Company is still a special purpose acquisition company. On January 27, 2023, the Company entered into that certain Amendment No. 1 (the “Amendment”) to the Underwriting Agreement, dated August 23, 2022 (the “Underwriting Agreement”) with EF Hutton. Pursuant to the terms of the amendment, EF Hutton and the Company have agreed to amend the Underwriting Agreement to replace EF Hutton’s existing right of first refusal under the Underwriting Agreement with a right of participation, for the period commencing on the date of the closing of a Business Combination until the six (6) month anniversary thereof, as an investment banker, joint book-runner, and/or placement agent for no less than thirty percent (30%) of the total economics for each and every domestic U.S. public and private equity and equity-linked offering of the Company (see Note 10). |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Deficit | NOTE 7. SHAREHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock one-for-one Warrants The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a Registration Statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a Registration Statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a Registration Statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemptions of warrants when the price of Class A common stock equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption, or the 30-day • if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Placement Warrants (underlying the Placement Units) will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except as described below. The Placement Warrants (including the Class A common stock issuable upon the exercise of the Placement Warrants) will not be transferrable, assignable, or salable until 30 days after the completion of an initial Business Combination subject to certain limited exceptions. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax [Abstract] | |
Income Tax | NOTE 8. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets Organizational costs/startup expenses $ 83,902 Total deferred tax assets 83,902 Valuation allowance (83,902 ) Deferred tax assets, net of allowance $ — The income tax provision consists of the following: December 31, Federal Current $ 206,045 Deferred (83,902 ) State Current $ — Deferred — Change in valuation allowance 83,902 Income tax provision $ 206,045 As of December 31, 2022, the Company did not have any U.S. federal and state net operating loss carryover available to offset future taxable income. 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 period from January 7, 2022 (inception) through December 31, 2022, the change in the valuation allowance was $83,902. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 is as follows: December 31, Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Change in valuation allowance 14.43 % Income tax provision 35.43 % The Company’s effective tax rate for the period presented differs from the expected (statutory) rates due to temporary book to tax difference related to full valuation allowance on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax return for the period from January 7, 2022 (inception) through December 31, 2022 remains open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial 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. At December 31, 2022, assets held in the Trust Account were comprised of $103,726,404 in U.S. Treasury securities invested in mutual fund. During the period from January 7, 2022 (inception) through December 31, 2022, the Company did not withdraw any dividend income from the Trust Account. Description Level December 31, 2022 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Mutual Fund 1 $ 103,726,404 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the financial statements except for the below. On January 27, 2023, the Company entered into that certain Amendment No. 1 (the “Amendment”) to the Underwriting Agreement, dated August 23, 2022 (the “Underwriting Agreement”) with EF Hutton. Pursuant to the terms of the amendment, EF Hutton and the Company have agreed to amend the Underwriting Agreement to replace EF Hutton’s existing right of first refusal under the Underwriting Agreement with a right of participation, for the period commencing on the date of the closing of a Business Combination until the six (6) month anniversary thereof, as an investment banker, joint book-runner, and/or placement agent for no less than thirty percent (30%) of the total economics for each and every domestic U.S. public and private equity and equity-linked offering of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act Registration Statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
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 cash of $467,756 and had no cash equivalents as of December 31, 2022. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. On December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Use of 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 and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company’s effective tax rate was 35.43% for the period from January 7, 2022 (inception) through December 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. 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 period from January 7, 2022 (inception) through December 31, 2022 was $206,045. |
Net Income per Common Share | Net Income per Common Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income per common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income per share as the redemption value approximates fair value. The calculation of diluted income per common stock does not consider the effect of the warrants issued with the (i) Initial Public Offering or (ii) Private Placement because the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Such warrants are exercisable to purchase 10,548,300 shares of Class A common stock in the aggregate following a Business Combination. The Company’s statement of operations include a presentation of income per share for Class A common stock (inclusive of shares subject to possible redemption, private placement shares, and representative shares) in a manner similar to the two-class The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Period from January 7, 2022 (Inception) through December 31, 2022 Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 251,381 $ 124,205 Denominator: Basic and diluted weighted average shares outstanding 4,312,879 2,130,953 Basic and diluted net income per share of common stock $ 0.06 $ 0.06 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 10,005,000 shares of Class A 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, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. At December 31, 2022, there were 10,005,000 shares of Class A common stock subject to possible redemption outstanding (excluding the 543,300 private placement shares and 100,050 representative shares reported as part of permanent equity) and accretion of its carrying value to redemption value totaled to $772,397. At December 31, 2022, the shares of Class A common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 100,050,000 Less: Shares of class A common stock issuance costs (5,400,448 ) Overfunding in Trust Account ($0.25/unit) 2,501,250 Plus: Accretion of carrying value to redemption value 5,400,448 Shares of Class A common stock subject to possible redemption, August 8, 2022 (IPO closing date) $ 102,551,250 Plus: Accretion of carrying value to redemption value 772,397 Shares of Class A common stock subject to possible redemption, December 31, 2022 $ 103,323,647 |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 470-20) 815-40) ( ASU ASU if-converted ASU Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. 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. |
Offering Costs | Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board ASC340-10-S99-1and paid-in |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Period from January 7, 2022 (Inception) through December 31, 2022 Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income $ 251,381 $ 124,205 Denominator: Basic and diluted weighted average shares outstanding 4,312,879 2,130,953 Basic and diluted net income per share of common stock $ 0.06 $ 0.06 |
Temporary Equity | At December 31, 2022, the shares of Class A common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 100,050,000 Less: Shares of class A common stock issuance costs (5,400,448 ) Overfunding in Trust Account ($0.25/unit) 2,501,250 Plus: Accretion of carrying value to redemption value 5,400,448 Shares of Class A common stock subject to possible redemption, August 8, 2022 (IPO closing date) $ 102,551,250 Plus: Accretion of carrying value to redemption value 772,397 Shares of Class A common stock subject to possible redemption, December 31, 2022 $ 103,323,647 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, Deferred tax assets Organizational costs/startup expenses $ 83,902 Total deferred tax assets 83,902 Valuation allowance (83,902 ) Deferred tax assets, net of allowance $ — |
Schedule of Income Tax Provision | The income tax provision consists of the following: December 31, Federal Current $ 206,045 Deferred (83,902 ) State Current $ — Deferred — Change in valuation allowance 83,902 Income tax provision $ 206,045 |
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 is as follows: December 31, Statutory federal income tax rate 21.00 % State taxes, net of federal tax benefit 0.00 % Change in valuation allowance 14.43 % Income tax provision 35.43 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of fair value measurements | Description Level December 31, 2022 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Mutual Fund 1 $ 103,726,404 |
Description of Organization B_2
Description of Organization Business Operations - Additional Information (Details) - USD ($) | 12 Months Ended | |
Aug. 08, 2022 | Dec. 31, 2022 | |
Share price | $ 10.25 | |
Proceeds from issuance initial public offering | $ 25,000 | |
Proceeds from issuance of private placement | 5,433,000 | |
Payment to acquire restricted investments | $ 102,551,250 | |
Percentage of public shares to be redeemed on non completion of business combination | 100% | |
Lock in period for redemption of public shares after closing of IPO | 18 months | |
Deposit from shareholders for each month extension on full exercise of over allotment option | $ 333,166.5 | |
Total deposit amount after nine extension from the company | 2,607,390 | |
Dissolution expense | 100,000 | |
Cash | 467,756 | |
Working capital (deficit) | 235,258 | |
Sponsor [Member] | ||
Deposit from shareholders for each month extension on full exercise of over allotment option | 0.0333 | |
Total deposit amount after nine extension from the company | $ 2,998,498.5 | |
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10.25 | |
Notes payable to related party classified as current | $ 113,774 | |
Sponsor [Member] | Working Capital Loans [Member] | ||
Bank overdrafts | 0 | |
Stock issued during period, value, issued for services | 25,000 | |
Minimum [Member] | ||
Net tangible assets required for consummation of business combination | $ 5,000,001 | |
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | |
IPO [Member] | ||
Stock issued during the period shares | 10,005,000 | 10,005,000 |
Proceeds from issuance initial public offering | $ 100,050,000 | |
Over-Allotment Option [Member] | ||
Stock issued during the period shares | 1,305,000 | 100,050 |
Over allotment option period | 45 days | |
Over-Allotment Option [Member] | Sponsor [Member] | ||
Proceeds from issuance of private placement | $ 279 | |
Private Placement [Member] | ||
Stock issued during the period shares | 543,300 | 543,300 |
Proceeds from issuance of private placement | $ 5,433,000 | |
US Government Securities [Member] | ||
Restricted investments term | 185 days | |
US Government Securities [Member] | IPO [Member] | ||
Share price | $ 10 | $ 10.25 |
Payment to acquire restricted investments | $ 102,551,250 | |
Restricted investments term | 180 days | |
Class A common stock [Member] | ||
Proceeds from issuance initial public offering | $ 100,050,000 | |
Class A common stock [Member] | IPO [Member] | ||
Stock issued during the period shares | 10,005,000 | |
Share price | $ 10 | |
Proceeds from issuance initial public offering | $ 100,050,000 | |
Representative Shares [Member] | Over-Allotment Option [Member] | ||
Stock issued during the period shares | 100,050 | |
Period within which business combination shall be consummated from the consummation of initial public offer | 9 months |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Numerator: | |
Allocation of net loss | $ | $ 375,586 |
Common Class A [Member] | |
Numerator: | |
Allocation of net loss | $ | $ 251,381 |
Denominator: | |
Weighted average shares outstanding, basic | shares | 4,312,879 |
Weighted average shares outstanding, diluted | shares | 4,312,879 |
Basic net loss per common stock | $ / shares | $ 0.06 |
Diluted net loss per common stock | $ / shares | $ 0.06 |
Common Class B [Member] | |
Numerator: | |
Allocation of net loss | $ | $ 124,205 |
Denominator: | |
Weighted average shares outstanding, basic | shares | 2,130,953 |
Weighted average shares outstanding, diluted | shares | 2,130,953 |
Basic net loss per common stock | $ / shares | $ 0.06 |
Diluted net loss per common stock | $ / shares | $ 0.06 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - summary of class A common stock subject to possible redemption (Details) - USD ($) | 5 Months Ended | 12 Months Ended | |
Aug. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Gross proceeds | $ 25,000 | ||
Less: | |||
Offering costs | (5,400,448) | ||
Plus: | |||
Accretion of carrying value to redemption value | 772,397 | ||
Shares of Class A common stock subject to possible redemption | $ 103,323,647 | 103,323,647 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 100,050,000 | ||
Less: | |||
Offering costs | (5,400,448) | ||
Overfunding in trust account ($0.25/unit) | 2,501,250 | ||
Plus: | |||
Accretion of carrying value to redemption value | $ 5,400,448 | 772,397 | |
Shares of Class A common stock subject to possible redemption | $ 102,551,250 | $ 103,323,647 | $ 103,323,647 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - summary of class A common stock subject to possible redemption (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Temporary Equity [Abstract] | |
Overfunding In Trust Account Per Share | $ 0.25 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Aug. 08, 2022 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | ||
Temporary equity, accretion to redemption value | $ 772,397 | |
Cash | 467,756 | |
Cash equivalents, at carrying value | 0 | |
Cash insured with federal depository insurance corporation | 250,000 | |
Unrecognized tax benefits | 0 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | |
Dilutive Securities | 0 | |
Minimum net tangible assets to consummate business combination | 5,000,001 | |
Income tax provision | $ 206,045 | |
Income tax provision | 35.43% | |
Statutory federal income tax rate | 21% | |
US Government Securities [Member] | ||
Accounting Policies [Line Items] | ||
Restricted Investments Term | 185 days | |
IPO [Member] | ||
Accounting Policies [Line Items] | ||
Adjustments to additional paid in capital underwriter discount | $ 1,500,750 | |
Stock issued during the period shares | 10,005,000 | 10,005,000 |
IPO [Member] | US Government Securities [Member] | ||
Accounting Policies [Line Items] | ||
Restricted Investments Term | 180 days | |
Class A common stock [Member] | ||
Accounting Policies [Line Items] | ||
Temporary equity, accretion to redemption value | $ 772,397 | |
Temporary equity shares outstanding | 10,005,000 | 10,005,000 |
Class of warrant exercisable to purchase stock | 10,548,300 | |
Private Placement [Member] | ||
Accounting Policies [Line Items] | ||
Stock issued during the period shares | 543,300 | 543,300 |
Over-Allotment Option [Member] | ||
Accounting Policies [Line Items] | ||
Stock issued during the period shares | 1,305,000 | 100,050 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) PublicWarrant Commonstock $ / shares shares | Aug. 08, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) PublicWarrant Commonstock $ / shares shares | |
Class of Stock [Line Items] | |||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 5,400,448 | ||
Proceeds from issuance initial public offering | $ 25,000 | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of warrant included per unit | PublicWarrant | 1 | 1 | |
Class A common stock [Member] | |||
Class of Stock [Line Items] | |||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 5,400,448 | ||
Proceeds from issuance initial public offering | $ 100,050,000 | ||
Number of common stock included per unit | Commonstock | 1 | 1 | |
Class A common stock [Member] | Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants or rights number of shares called by each warrant or right | shares | 1 | 1 | |
Class of warrants or rights exercise price per share | $ / shares | $ 11.5 | $ 11.5 | |
IPO [Member] | |||
Class of Stock [Line Items] | |||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 5,400,448 | ||
Payments for underwriting expense | 1,500,750 | ||
Deferred underwriting commission | 3,501,750 | $ 3,501,750 | |
Other offering costs payable | $ 397,948 | $ 397,948 | |
Stock issued during the period shares | shares | 10,005,000 | 10,005,000 | |
Sale of stock, price per share | $ / shares | $ 10 | ||
Proceeds from issuance initial public offering | $ 100,050,000 | ||
IPO [Member] | Class A common stock [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | shares | 10,005,000 | ||
Proceeds from issuance initial public offering | $ 100,050,000 | ||
Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | shares | 1,305,000 | 100,050 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | 12 Months Ended | |
Aug. 08, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Proceeds from Issuance of Private Placement | $ 5,433,000 | |
Private Placement Units [Member] | Sponsor [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during the period shares | 543,300 | |
Sale of stock issue price per share | $ 10 | |
Proceeds from Issuance of Private Placement | $ 5,433,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||
Aug. 08, 2022 | Jul. 01, 2022 | May 01, 2022 | Apr. 22, 2022 | Apr. 05, 2022 | Dec. 31, 2022 | Aug. 11, 2022 | Aug. 05, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Share Price | $ 10.25 | |||||||
Deposit from shareholders for each month extension on full exercise of over allotment option | $ 333,166.5 | |||||||
Deposit from shareholders for each month extension on full exercise of over allotment option per unit | $ 0.0333 | |||||||
Proceeds from Issuance of Private Placement | $ 5,433,000 | |||||||
Amount due to related party | $ 3,215 | |||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period shares | 1,305,000 | 100,050 | ||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable to related party classified as current | $ 113,774 | |||||||
Deposit from shareholders for each month extension on full exercise of over allotment option | 0.0333 | |||||||
Proceeds From Trust Account | 5,433,279 | |||||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from Issuance of Private Placement | 279 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face value | $ 300,000 | |||||||
Payment from offering proceeds allocated to offering expenses | $ 431,000 | |||||||
Notes payable to related party classified as current | 113,774 | |||||||
Debt instrument, repurchase amount | $ 113,774 | |||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, value, issued for services | 25,000 | |||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | |||||||
Debt instrument conversion price per share | $ 10 | |||||||
Bank overdrafts | $ 0 | |||||||
Related party transaction fees payable per month | 10,000 | |||||||
Administrative Services Fee | $ 50,000 | |||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 2,875,000 | |||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||
Sale of stock, price per share | $ 0.009 | |||||||
Common stock, shares outstanding | 2,501,250 | 2,501,250 | ||||||
Commonstock subject to forfeiture | 326,250 | 326,250 | 0 | |||||
Common Class B [Member] | Independent Directors [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 10,000 | |||||||
Sale of stock, price per share | $ 5 | |||||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock surrendered during period shares | 373,750 | |||||||
Common stock, shares outstanding | 2,471,250 | |||||||
Percentage of common stock issued and outstanding | 20% | 20% | ||||||
Common Class B [Member] | Sponsor [Member] | Restriction On Transfer Of Sponsor Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lock in period of shares | 6 months | |||||||
Share Price | $ 12 | |||||||
Waiting period after which the share trading days are considered | 20 days | |||||||
Number of trading days for determining the share price | 30 days | |||||||
Number of consecutive trading days for determining the share price | 150 days | |||||||
Common Class B [Member] | Sponsor [Member] | Chief Financial Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Founder Shares Transferred During Period | 5,000 | |||||||
Common Class B [Member] | Sponsor [Member] | Independent Directors [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Founder Shares Transferred During Period | 5,000 | |||||||
Representative Shares [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Lock in period of shares | 180 days | |||||||
Stock shares issued during the period shares | 100,050 | |||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 9 months | |||||||
Period with in which business combination shall be consummated from the consummation of initial public offer subject to extensions | 18 months |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Aug. 08, 2022 | Dec. 31, 2022 | Jan. 27, 2023 | |
Underwriting Agreement [Member] | |||
Other Commitments [Line Items] | |||
Percentage of cash underwriting discount | (1.50%) | ||
Cash underwriting fee | $ 1,500,750 | ||
Percentage of deferred underwriting fee | (3.50%) | ||
Deferred underwriting commissions | $ 3,501,750 | ||
Subsequent Event [Member] | |||
Other Commitments [Line Items] | |||
Percentage of investment banker fee on entity offerings | 30% | ||
Over-Allotment Option [Member] | |||
Other Commitments [Line Items] | |||
Stock shares issued during the period shares | 1,305,000 | 100,050 | |
Over-Allotment Option [Member] | Representative Shares [Member] | |||
Other Commitments [Line Items] | |||
Stock shares issued during the period shares | 100,050 | ||
Percentage of shares issued in initial public offering | 1% |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Jul. 01, 2022 | May 01, 2022 | Apr. 22, 2022 | Apr. 05, 2022 | Dec. 31, 2022 | Aug. 05, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred stock, par value | $ / shares | $ 0.000001 | |||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 | |||||
Warrants and rights outstanding term | 5 years | |||||
Number of days after consummation of business combination within which the securities shall be registered | 15 days | |||||
Number of days after which business combination within which securities registration shall be effective | 60 days | |||||
Share price | $ 10.25 | |||||
Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights redemption price per unit | 0.01% | |||||
Minimum notice period to be given to the holders of warrants | 30 days | |||||
Class of warrants or rights redemption period | 30 days | |||||
Private Placement Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights lock in period | 30 days | |||||
From The Completion Of Business Combination [Member] | ||||||
Class of Stock [Line Items] | ||||||
Period after which the warrants are exercisable | 30 days | |||||
From The Completion Of Initial Public Offer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Period after which the warrants are exercisable | 12 months | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | |||||
Common stock, par value | $ 0.000001 | |||||
Common stock, voting rights | one vote | |||||
Common stock, shares issued | 643,350 | |||||
Common stock, shares outstanding | 643,350 | |||||
Common stock subject to possible redemption | 10,005,000 | |||||
Common Class A [Member] | Adjusted Exercise Price One [Member] | Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share price | $ 18 | |||||
Number of trading days for determining the share price | 20 days | |||||
Number of consecutive trading days for determining the share price | 30 days | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 10,000,000 | |||||
Common stock, par value | $ 0.000001 | |||||
Common stock, voting rights | one vote | |||||
Common stock, shares issued | 2,501,250 | |||||
Common stock, shares outstanding | 2,501,250 | 2,501,250 | ||||
Stock issued during period, shares, issued for services | 2,875,000 | |||||
Stock issued during period, value, issued for services | $ 25,000 | |||||
Sale of stock, price per share | $ 0.009 | |||||
Commonstock subject to forfeiture | 326,250 | 326,250 | 0 | |||
Conversion of Class B to Class A common stock on initial business combination | one-for-one | |||||
Common Class B [Member] | Independent Directors [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during period, shares, issued for services | 10,000 | |||||
Sale of stock, price per share | $ 5 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 2,471,250 | |||||
Stock surrendered during period shares | 373,750 | |||||
Stock surrendered during period value | $ 0 | |||||
Percentage of common stock issued and outstanding | 20% | 20% | ||||
Common Class B [Member] | Sponsor [Member] | Independent Directors [Member] | ||||||
Class of Stock [Line Items] | ||||||
Founder shares transferred during period | 5,000 | |||||
Common Class B [Member] | Sponsor [Member] | Executed Securities Assignment Agreements [Member] | ||||||
Class of Stock [Line Items] | ||||||
Founder shares transferred during period | 5,000 |
Income Tax - Schedule of Net De
Income Tax - Schedule of Net Deferred Tax Assets (Details) | Dec. 31, 2022 USD ($) |
Deferred tax assets | |
Organizational costs/startup expenses | $ 83,902 |
Total deferred tax assets | 83,902 |
Valuation allowance | (83,902) |
Deferred tax assets, net of allowance | $ 0 |
Income Tax - Schedule of Income
Income Tax - Schedule of Income Tax Provision (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Federal | |
Current | $ 206,045 |
Deferred | (83,902) |
State | |
Current | 0 |
Deferred | 0 |
Change In Valuation Allowance | 83,902 |
Income tax provision | $ 206,045 |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation Of The Federal Income Tax Rate (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |
Statutory federal income tax rate | 21% |
State taxes, net of federal tax benefit | 0% |
Change in valuation allowance | 14.43% |
Income tax provision | 35.43% |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax [Abstract] | |
Change In Valuation Allowance | $ 83,902 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Details) | Dec. 31, 2022 USD ($) |
Fair Value, Recurring [Member] | US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Marketable securities held in Trust Account – U.S. Treasury Securities Mutual Fund | $ 103,726,404 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account | $ 103,726,404 |
Dividend withdrawn from trust account | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Jan. 27, 2023 |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Percentage of investment banker fee on entity offerings | 30% |