Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | |
Entity Shell Company | true | |
Units, each consisting of one share of Class A common stock and one Redeemable Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one Redeemable Warrant | |
Trading Symbol | 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 $11.50 per share | |
Trading Symbol | MOBVW | |
Security Exchange Name | NASDAQ | |
Class A common stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 839,342 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,501,250 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 263,240 | $ 467,756 |
Prepaid expenses and other current assets | 26,667 | 6,667 |
Short-term prepaid insurance | 92,892 | 278,664 |
Total Current Assets | 382,799 | 753,087 |
Long-term prepaid insurance | 0 | 23,226 |
Marketable securities held in Trust Account | 61,120,249 | 103,726,404 |
TOTAL ASSETS | 61,503,048 | 104,502,717 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,775,685 | 308,569 |
Income taxes payable | 583,838 | 206,045 |
Redeemed stock payable to public stockholders | 58,922,549 | 0 |
Excise tax liability | $ 1,047,717 | $ 0 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Amount due to related party | $ 260 | $ 3,215 |
Total current liabilities | 62,330,049 | 517,829 |
Non-Current liabilities: | ||
Deferred underwriting fee payable | 1,000,000 | 3,501,750 |
Convertible promissory notes - related party | 1,081,333 | 0 |
TOTAL LIABILITIES | 64,411,382 | 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; 195,992 and 10,005,000 shares issued and outstanding subject to possible redemption, at redemption value of $10.25 and $10.33 at September 30, 2023 and December 31, 2022, respectively | 2,008,918 | 103,323,647 |
Stockholders' Deficit | ||
Preferred shares, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid in capital | 437,311 | 0 |
Accumulated deficit | (5,354,567) | (2,840,513) |
Total Stockholders' Deficit | (4,917,252) | (2,840,509) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | 61,503,048 | 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; 195,992 and 10,005,000 shares issued and outstanding subject to possible redemption, at redemption value of $10.25 and $10.33 at September 30, 2023 and December 31, 2022, respectively | 2,008,918 | 103,323,647 |
Stockholders' Deficit | ||
Common stock | 1 | 1 |
Class B Common Stock [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 3 | $ 3 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ / shares | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock [Member] | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 643,350 | 643,350 |
Common stock, shares outstanding | 643,350 | 643,350 |
Temporary equity shares outstanding | 195,992 | 10,005,000 |
Temporary equity, par or stated value per share | $ 0.000001 | $ 0.000001 |
Temporary equity, shares authorized | 100,000,000 | 100,000,000 |
Temporary equity, shares issued | 195,992 | |
Temporary equity, redemption price per share | $ 10.25 | $ 10.33 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 2,501,250 | 2,501,250 |
Common stock, shares outstanding | 2,501,250 | 2,501,250 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating and formation costs | $ 1,094,446 | $ 365,807 | $ 2,617,986 | $ 367,191 |
Loss from operations | (1,094,446) | (365,807) | (2,617,986) | (367,191) |
Other income: | ||||
Dividends on marketable securities held in Trust Account | 841,750 | 310,188 | 3,188,445 | 310,188 |
Total Other income | 841,750 | 310,188 | 3,188,445 | 310,188 |
Net (loss) income before provision for income taxes | (252,696) | (55,619) | 570,459 | (57,003) |
Provision for income taxes | (171,535) | (34,416) | (644,313) | (34,416) |
Net loss | (424,231) | (90,035) | (73,854) | (91,419) |
Common Class A [Member] | ||||
Other income: | ||||
Net loss | $ (308,513) | $ (63,957) | $ (58,210) | $ (47,026) |
Weighted average shares outstanding, basic | 6,668,491 | 6,134,376 | 9,307,152 | 2,121,664 |
Weighted average shares outstanding, diluted | 6,668,491 | 6,134,376 | 9,307,152 | 2,121,664 |
Basic net loss per common stock | $ (0.05) | $ (0.01) | $ (0.01) | $ (0.02) |
Diluted net loss per common stock | $ (0.05) | $ (0.01) | $ (0.01) | $ (0.02) |
Common Class B [Member] | ||||
Other income: | ||||
Net loss | $ (115,718) | $ (26,078) | $ (15,644) | $ (44,393) |
Weighted average shares outstanding, basic | 2,501,250 | 2,501,250 | 2,501,250 | 2,002,881 |
Weighted average shares outstanding, diluted | 2,501,250 | 2,501,250 | 2,501,250 | 2,002,881 |
Basic net loss per common stock | $ (0.05) | $ (0.01) | $ (0.01) | $ (0.02) |
Diluted net loss per common stock | $ (0.05) | $ (0.01) | $ (0.01) | $ (0.02) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) | Total | IPO [Member] | Private Placement [Member] | Over-Allotment Option [Member] | Class A common stock [Member] | Class B common stock [Member] | Common Stock [Member] Class A common stock [Member] | Common Stock [Member] Class A common stock [Member] IPO [Member] | Common Stock [Member] Class A common stock [Member] Private Placement [Member] | Common Stock [Member] Class A common stock [Member] Over-Allotment Option [Member] | Common Stock [Member] Class B common stock [Member] | Common Stock [Member] Class B common stock [Member] IPO [Member] | Common Stock [Member] Class B common stock [Member] Private Placement [Member] | Common Stock [Member] Class B common stock [Member] Over-Allotment Option [Member] | Additional Paid In Capital [Member] | Additional Paid In Capital [Member] IPO [Member] | Additional Paid In Capital [Member] Private Placement [Member] | Additional Paid In Capital [Member] Over-Allotment Option [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] IPO [Member] | Accumulated Deficit [Member] Private Placement [Member] | Accumulated Deficit [Member] Over-Allotment Option [Member] |
Balance Beginning at Jan. 06, 2022 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Balance Beginning, Shares at Jan. 06, 2022 | 0 | |||||||||||||||||||||
Issuance of Class B common stock to Initial Stockholders | 25,000 | $ 3 | 24,997 | |||||||||||||||||||
Issuance of Class B common stock to Initial Stockholders, Shares | 2,501,250 | |||||||||||||||||||||
Net income (loss) | (1,274) | (1,274) | ||||||||||||||||||||
Balance Ending at Mar. 31, 2022 | 23,726 | $ 3 | 24,997 | (1,274) | ||||||||||||||||||
Balance Ending, Shares at Mar. 31, 2022 | 2,501,250 | |||||||||||||||||||||
Balance Beginning at Jan. 06, 2022 | 0 | $ 0 | 0 | 0 | ||||||||||||||||||
Balance Beginning, Shares at Jan. 06, 2022 | 0 | |||||||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | (102,551,250) | |||||||||||||||||||||
Net income (loss) | (91,419) | $ (47,026) | $ (44,393) | |||||||||||||||||||
Balance Ending at Sep. 30, 2022 | (2,664,588) | $ 1 | $ 3 | 0 | (2,664,592) | |||||||||||||||||
Balance Ending, Shares at Sep. 30, 2022 | 643,350 | 2,501,250 | ||||||||||||||||||||
Balance Beginning at Jan. 06, 2022 | 0 | $ 0 | 0 | 0 | ||||||||||||||||||
Balance Beginning, Shares at Jan. 06, 2022 | 0 | |||||||||||||||||||||
Issuance of Class B common stock to Initial Stockholders, Shares | 543,300 | 100,050 | ||||||||||||||||||||
Offering costs and deferred underwriting commissions | (5,400,448) | |||||||||||||||||||||
Accretion for Class A common stock to redemption amount | (6,172,845) | |||||||||||||||||||||
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 | ||||||||||||||||||||
Balance Beginning at Mar. 31, 2022 | 23,726 | $ 3 | 24,997 | (1,274) | ||||||||||||||||||
Balance Beginning, Shares at Mar. 31, 2022 | 2,501,250 | |||||||||||||||||||||
Net income (loss) | (110) | (110) | ||||||||||||||||||||
Balance Ending at Jun. 30, 2022 | 23,616 | $ 3 | 24,997 | (1,384) | ||||||||||||||||||
Balance Ending, Shares at Jun. 30, 2022 | 2,501,250 | |||||||||||||||||||||
Issuance of Class B common stock to Initial Stockholders | $ 100,050,000 | $ 5,433,000 | $ 0 | $ 10 | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | $ 100,049,990 | $ 5,432,999 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Issuance of Class B common stock to Initial Stockholders, Shares | 10,005,000 | 543,300 | 100,050 | 10,005,000 | 543,300 | 100,050 | 0 | 0 | 0 | |||||||||||||
Offering costs and deferred underwriting commissions | (5,400,448) | (5,400,448) | ||||||||||||||||||||
Initial classification of Class A common stock subject to possible redemption | (102,551,250) | $ (10) | (100,107,538) | (2,443,702) | ||||||||||||||||||
Initial classification of Class A common stock subject to possible redemption, Shares | (10,005,000) | |||||||||||||||||||||
Accretion for Class A common stock to redemption amount | (129,471) | (129,471) | ||||||||||||||||||||
Net income (loss) | (90,035) | (63,957) | (26,078) | (90,035) | ||||||||||||||||||
Balance Ending at Sep. 30, 2022 | (2,664,588) | $ 1 | $ 3 | 0 | (2,664,592) | |||||||||||||||||
Balance Ending, Shares at Sep. 30, 2022 | 643,350 | 2,501,250 | ||||||||||||||||||||
Balance Beginning at Dec. 31, 2022 | (2,840,509) | $ 1 | $ 3 | 0 | (2,840,513) | |||||||||||||||||
Balance Beginning, Shares at Dec. 31, 2022 | 643,350 | 2,501,250 | ||||||||||||||||||||
Accretion for Class A common stock to redemption amount | (811,919) | (811,919) | (811,919) | |||||||||||||||||||
Net income (loss) | (76,346) | (76,346) | ||||||||||||||||||||
Balance Ending at Mar. 31, 2023 | (3,728,774) | $ 1 | $ 3 | 0 | (3,728,778) | |||||||||||||||||
Balance Ending, Shares at Mar. 31, 2023 | 643,350 | 2,501,250 | ||||||||||||||||||||
Balance Beginning at Dec. 31, 2022 | (2,840,509) | $ 1 | $ 3 | 0 | (2,840,513) | |||||||||||||||||
Balance Beginning, Shares at Dec. 31, 2022 | 643,350 | 2,501,250 | ||||||||||||||||||||
Issuance of Class B common stock to Initial Stockholders, Shares | 543,300 | 100,050 | ||||||||||||||||||||
Net income (loss) | (73,854) | (58,210) | (15,644) | |||||||||||||||||||
Balance Ending at Sep. 30, 2023 | (4,917,252) | $ 1 | $ 3 | 437,311 | (5,354,567) | |||||||||||||||||
Balance Ending, Shares at Sep. 30, 2023 | 643,350 | 2,501,250 | ||||||||||||||||||||
Balance Beginning at Mar. 31, 2023 | (3,728,774) | $ 1 | $ 3 | 0 | (3,728,778) | |||||||||||||||||
Balance Beginning, Shares at Mar. 31, 2023 | 643,350 | 2,501,250 | ||||||||||||||||||||
Accretion for Class A common stock to redemption amount | (1,628,281) | (1,628,281) | (1,628,281) | |||||||||||||||||||
Net income (loss) | 426,723 | 426,723 | ||||||||||||||||||||
Balance Ending at Jun. 30, 2023 | (4,930,332) | $ 1 | $ 3 | 0 | (4,930,336) | |||||||||||||||||
Balance Ending, Shares at Jun. 30, 2023 | 643,350 | 2,501,250 | ||||||||||||||||||||
Accretion for Class A common stock to redemption amount | (1,016,722) | (1,016,722) | (1,016,722) | |||||||||||||||||||
Partial waiver of Deferred Underwriter's Fee | 2,501,750 | 2,501,750 | ||||||||||||||||||||
Excise tax imposed on common stock redemptions | (1,047,717) | (1,047,717) | ||||||||||||||||||||
Net income (loss) | (424,231) | $ (308,513) | $ (115,718) | (424,231) | ||||||||||||||||||
Balance Ending at Sep. 30, 2023 | $ (4,917,252) | $ 1 | $ 3 | $ 437,311 | $ (5,354,567) | |||||||||||||||||
Balance Ending, Shares at Sep. 30, 2023 | 643,350 | 2,501,250 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 08, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | 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 | 543,300 | 543,300 |
Over-Allotment Option [Member] | ||||
Stock issued during the period shares | 1,305,000 | 100,050 | 100,050 | 100,050 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Net income | $ (424,231) | $ (76,346) | $ (90,035) | $ (1,274) | $ (73,854) | $ (91,419) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Dividends on marketable securities held in Trust Account | (841,750) | (310,188) | (3,188,445) | (310,188) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses and other current assets | (20,000) | (24,042) | |||||
Short-term prepaid insurance | 185,772 | (278,664) | |||||
Long-term prepaid insurance | 23,226 | (92,892) | |||||
Accounts payable and accrued expenses | 1,467,116 | 247,801 | |||||
Income taxes payable | 377,793 | 34,416 | |||||
Net cash flows used in operating activities | (1,228,392) | (514,988) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
Investment of cash into Trust Account | (966,335) | (102,551,250) | |||||
Cash withdrawn from Trust Account in connection with redemption | 45,849,102 | ||||||
Cash withdrawn from Trust Account to pay franchise and income taxes | 911,833 | 0 | |||||
Net cash flows (used in) provided by financing activities | 45,794,600 | (102,551,250) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Repayment of advances from related party | (2,955) | 0 | |||||
Proceeds from issuance of Class B common stock to initial stockholders | 0 | 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 | 9,047 | ||||||
Proceeds from promissory note – related party | 0 | 1,000 | |||||
Repayment of promissory note—related party | (113,774) | ||||||
Proceeds from convertible promissory notes – related party | 1,081,333 | 0 | |||||
Redemption of common stock | (45,849,102) | ||||||
Payment of offering costs | 0 | (285,174) | |||||
Net cash flows (used in) provided by financing activities | (44,770,724) | 103,618,349 | |||||
NET (DECREASE) INCREASE IN CASH | (204,516) | 552,111 | |||||
CASH, BEGINNING OF PERIOD | $ 467,756 | $ 0 | 467,756 | 0 | $ 0 | ||
CASH, END OF PERIOD | $ 263,240 | 552,111 | 263,240 | 552,111 | $ 467,756 | ||
Supplementary cash flow information: | |||||||
Cash paid for income taxes | 266,520 | 0 | |||||
Non-cash investing and financing activities: | |||||||
Excise tax accrued for common stock redemptions | 1,047,717 | ||||||
Deferred offering costs included in promissory note – related party | 0 | 112,774 | |||||
Initial classification of Class A common stock subject to possible redemption | $ 102,551,250 | 102,551,250 | |||||
Accretion for Class A common stock to redemption amount | 3,456,922 | 129,471 | |||||
Impact of the partial waiver of deferred commission by the underwriters | 2,501,750 | ||||||
Deferred underwriting fee payable | $ 3,501,750 | ||||||
Redeemed stock payable to shareholders | $ 58,922,549 |
Description of Organization, Bu
Description of Organization, Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION, 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 September 30, 2023, the Company had not commenced any operations. All activity for the period from January 7, 2022 (inception) through September 30, 2023 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating 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, 2022. 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 option Simultaneously with the consummation of the closing of the Initial Public 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 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 (the “Charter”) 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 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 Charter, 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 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 one-month per-share On April 24, 2023, the Company notified Continental Stock Transfer & Trust Company, the trustee of the Company’s trust account, that it was extending the time available to the Company to consummate its initial business combination from May 8, 2023, to July 8, 2023 (the “Extensions”). The Extensions are the first and second of up to nine (9) one-month non-interest-bearing On July 7, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), where stockholders approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s Charter to extend the date by which the Company must consummate a business combination from July 8, 2023 (the “Termination Date”) to July 15, 2023 and to allow the Company’s Chief Executive Officer or Chief Financial Officer, without a further stockholder vote, to further extend the Termination Date from July 15, 2023 to August 8, 2023 and thereafter on a monthly basis up to six times after August 8, 2023 (each, an “Extension,” and the end date of each such Extension, the “Extended Date”), for a total of up to seven months after the Termination Date (assuming the Company has not consummated a business combination) by depositing into the Trust Account on the then-applicable Extended Date, for each Extension, beginning on the Extension commencing July 15, 2023, the lesser of (i) $100,000 or (ii) $0.05 for each share of Class A Common Stock not redeemed in connection with the Charter Amendment Proposal (the “Extension Payment”) until February 8, 2024 (assuming the Company’s business combination has not occurred). In connection with the Special Meeting, stockholders elected to redeem an aggregate of 4,331,613 shares of Class A Common Stock at a redemption price of approximately $10.58 per share (the “Redemption”), for an aggregate redemption amount of approximately $45,849,102. In connection with the Extension, the Company deposited $100,000 into the Trust Account. On August 7, 2023, September 5, 2023, and October 5, 2023, the Company notified Continental that it was extending the time available to the Company to consummate its initial business combination from August 8, 2023 to September 8, 2023, and from September 8, 2023 to October 8, 2023, and from October 8, 2023 to November 8, 2023, respectively ( the “Extensions”). The Extensions are the fourth, fifth, and sixth of up to nine (9) one-month On September 28, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), where stockholders approved the proposal (the “Business Combination Proposal”) to adopt the business combination agreement, dated as of March 13, 2023, as amended on August 4, 2023 (the “Business Combination Agreement”), as it may further be amended from time to time, by and among the Company, SRIVARU Holding Limited, a Cayman Islands exempted company, and Pegasus Merger Sub Inc., a Delaware corporation and approve the business combination and the other transactions contemplated by the Business Combination Agreement and the terms thereto. In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 5,530,395 shares of Class A Common Stock (the “Redemption”). Following the Special Meeting, holders of approximately 53,000 shares of Class A Common Stock subsequently reversed their redemption election. The shares were redeemed for an approximate price of $10.76 per share, for an aggregate amount of $58,922,549. These redemptions were not paid at September 30, 2023, and are reflected as a liability on the balance sheets. 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. Merger Agreement On March 13, 2023, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with SRIVARU Holding Limited, a Cayman Islands exempted company (“SVH”), and Pegasus Merger Sub Inc., a Delaware corporation, and a direct, wholly owned subsidiary of SVH (“Merger Sub”). Pursuant to the terms of the Merger Agreement, a business combination between the Company and SVH will be effected through the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of SVH (the “Merger,”). Treatment of Securities Pursuant to the Merger Agreement, the following transactions will occur: (i) SVH shall effect a 0.7806 share sub-division (ii) Each public unit of the Company (each, a “Company Unit”), consisting of one (1) share of class A common stock, par value $0.000001 per share (each, a “Company Class A Share”), and one (1) warrant entitling the holder to purchase one Company Class A Share per warrant at a price of $11.50 per share, subject to and in accordance with the Warrant Agreement (the “Warrant Agreement”) dated as of August 3, 2022, by and between the Company and Continental Stock Transfer & Trust Company (each, a “Company Public Warrant”), issued and outstanding immediately prior to the Effective Time shall be automatically detached (the “Unit Separation”) and the holder thereof shall be deemed to hold one (1) Company Class A Share and one (1) Company Public Warrant. (iii) Each placement unit of the Company (each a “Placement Unit”), which was purchased by the Sponsor, consisting of one (1) non-transferable, non-redeemable one(1) non-transferable, non-redeemable one(1) non-transferable, non-redeemable (iv) Each share of Class B common stock, par value $0.000001 (each, a “Founder Share” and together with the Company Class A Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one SVH Share (the “Per Share Consideration”), following which all Founder Shares shall automatically be cancelled and shall cease to exist by virtue of the Merger. (v) Each issued and outstanding Company Class A Share issued and outstanding immediately prior to the Effective Time shall be exchanged automatically for Per Share Consideration, following which all Company Class A Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. (vi) All rights with respect to the Company Class A Shares underlying the Company Warrants shall be converted into rights with respect to SVH Shares and thereupon assumed by SVH. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by SVH may be exercised solely for SVH Shares; (ii) the number of SVH Shares subject to each Company Warrant assumed by SVH shall be equal to the number of Company Shares that were subject to such Company Warrants, as in effect immediately prior to the Effective Time; (iii) the per share exercise price for the SVH Shares issuable upon exercise of each Company Warrant assumed by SVH shall be $11.50; and (iv) any restriction on the exercise of any Company Warrant assumed by SVH shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, that (A) to the extent provided under the terms of a Company Warrant, such Company Warrant assumed by SVH will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any share split, division or subdivision of shares, share dividend, reverse share split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to SVH Shares subsequent to the Effective Time, and (B) the Company Board (as defined in the Merger Agreement) or a committee thereof shall succeed the authority and responsibility, if any, of the Board or any committee thereof with respect to each Company Warrant assumed by SVH. (vii) Each Company Class A Share held in the treasury of the Company, otherwise held by the Company, or for which a Company Stockholder has demanded that the Company redeem such Company Class A Share will be surrendered and cancelled and will cease to exist and no consideration will be delivered or deliverable in exchange therefor. (viii) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable Earnout Pursuant to the Merger Agreement, certain shareholders of SVH (the “Pre-Closing Pre-Closing Exchange Agreements. At the Closing, certain shareholders of SRIVARU Motors Private Limited , a private limited company organized under the laws of India and a majority-owned subsidiary of SVH (“SVM India”) will enter into exchange agreements (the “Exchange Agreements”) with SVH, pursuant to which, among other things, such shareholders of SVM India will have a right to transfer one or more of the shares owned by them in SVM India to SVH in exchange for the delivery of SVH Shares or cash payment, subject to the terms and conditions set forth in the Exchange Agreements. On August 4, 2023, the Company, SRIVARU Holding Limited, and Pegasus Merger Sub Inc. entered into the first amendment (the “First Amendment”) to the agreement and plan of merger, dated as of March 13, 2023 (as amended by the First Amendment, the “Merger Agreement”) pursuant to which the parties thereto increased the share consideration payable to holders of the Company’s Class A common stock, par value $0.000001 per share (a “MOBV Share”), other than Sponsor, EF Hutton, a division of Benchmark Investments, LLC or any member of the Company’s Board, to include each such holder’s pro rata share of an additional 2,500,000 ordinary shares of the SRIVARU Holding Limited, relative to the number of applicable MOBV Shares outstanding immediately prior to the Effective Time. 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 September 30, 2023, there were no amounts outstanding under any Working Capital Loan. Going Concern Consideration As of September 30, 2023, the Company had a working capital deficit. 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,“Disclosures |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form10-K 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 condensed 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 condensed 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 $263,240 and $467,756 as of September 30, 2023 and December 31, 2022, respectively, and had no cash equivalents. Marketable Securities Held in Trust Account At September 30, 2023 and 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 Charter. 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 On July 7, 2023, the Company held a special meeting at which stockholders approved the proposal to amend the Company’s Charter to extend the date by which the Company must consummate a business combination from July 8, 2023 to July 15, 2023, and to allow the Company’s Chief Executive Officer or Chief Financial Officer, without a further stockholder vote, to further extend the termination date from July 15, 2023 to August 8, 2023, and thereafter on a monthly basis up to six times after August 8, 2023. . In connection with the special meeting, stockholders elected to redeem an aggregate of 4,331,613 shares of Class A common stock at a redemption price of approximately $10.58 per share for an aggregate amount of approximately $45,849,102. On August 7, 2023, September 5, 2023, and October 5, 2023, the Company notified Continental that it was extending the time available to the Company to consummate its initial business combination from August 8, 2023 to September 8, 2023, and from September 8, 2023 October 8, 2023 (9) one-month On September 28, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), where stockholders approved the proposal (the “Business Combination Proposal”) to adopt the business combination agreement, dated as of March 13, 2023, as amended on August 4, 2023 (the “Business Combination Agreement”), as it may further be amended from time to time, by and among the Company, SRIVARU Holding Limited, a Cayman Islands exempted company, and Pegasus Merger Sub Inc., a Delaware corporation and approve the business combination and the other transactions contemplated by the Business Combination Agreement and the terms thereto. In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 5,530,395 shares of Class A Common Stock (the “Redemption”). Following the Special Meeting, holders of approximately 53,000 shares of Class A Common Stock subsequently reversed their redemption election. The shares were redeemed for an approximate price of $10.76 per share, for an aggregate amount of $58,922,549. These redemptions were not paid at September 30, 2023, and are reflected as a liability on the accompanying balance sheets. At September 30, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption reflected in the condensed balance sheets 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 6,172,845 Shares of Class A common stock subject to possible redemption, December 31, 2022 103,323,647 Plus: Accretion of carrying value to redemption value 811,919 Shares of Class A common stock subject to possible redemption, March 31, 2023 104,135,566 Plus: Accretion of carrying value to redemption value 1,628,281 Shares of Class A common stock subject to possible redemption, June 30, 2023 105,763,847 Less: Redemption of shares (104,771,651 ) Plus: Accretion of carrying value to redemption value 1,016,722 Shares of Class A common stock subject to possible redemption, September 30, 2023 $ 2,008,918 Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 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 67.88% and 61.88% for the three months ended September 30, 2023 and 2022, respectively, and (112.95%) and 60.38% for the nine months ended September 30, 2023 and for the period from January 7, 2022 (inception) through September 30, 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and for the period from January 7, 2022 (inception) through September 30, 2022, primarily due to business combination expenses and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim 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 September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes for the three and nine months ended September 30, 2023 was $171,535 and $644,313, respectively. Net Loss Per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss 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 loss per share as the redemption value approximates fair value. The calculation of diluted loss 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 includes a presentation of loss 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 loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (308,513 ) $ (115,718 ) $ (63,957 ) $ (26,078 ) Denominator: Basic and diluted weighted average shares outstanding 6,668,491 2,501,250 6,134,376 2,501,250 Basic and diluted net loss per share of common stock $ (0.05 ) $ (0.05 ) $ (0.01 ) $ (0.01 ) For the Nine Months Ended September 30, For the Period from January 7, 2022 (Inception) through September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (58,210 ) $ (15,644 ) $ (47,026 ) $ (44,393 ) Denominator: Basic and diluted weighted average shares outstanding 9,307,152 2,501,250 2,121,664 2,002,881 Basic and diluted net loss per share of common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) 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 September 30, 2023 and 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 sheets, primarily due to their short-term nature. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed 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 condensed 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. On July 10, 2023 and September 28, 2023, the Company’s stockholders redeemed 4,331,613 shares of Class A common stock and 5,477,395 shares of Class A common stock, respectively, for a total amount of $104,771,651. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023, and concluded that it is probable that a contingent liability should be recorded. As of September 30, 2023, the Company recorded $1,047,717 of excise tax liability calculated as 1% of shares redeemed on July 10, 2023 and September 28, 2023. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, 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 | 9 Months Ended |
Sep. 30, 2023 | |
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. 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 The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up lock-up |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On 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 was exercised in full on August 5, 2022, 326,250 of such shares held by the Sponsor are 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 day 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 three and nine months ended September 30, 2023, the Company incurred and paid $30,000 and $90,000 in such fees, respectively. For three months ended September 30, 2022 and for the period from January 7, 2022 (inception) through September 30, 2022, the Company incurred and paid $20,000 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 Convertible Promissory Notes – Related Party On April 24, 2023 and June 1, 2023, the Sponsor agreed to loan the Company an aggregate of $666,333 to be used to fund the extension deposits made to the Trust Account (the “April 2023 Note” and the “June 2023 Note”, respectively). The April 2023 Note is non-interest non-interest non-transferable, non-redeemable, On July 7, 2023, the Company also entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest (9) one-month On August 7, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest (9) one-month On September 5, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest (9) one-month On September 27, 2023, the Company entered into a promissory note with the Sponsor in the amount of $115,000. The note is non-interest On October 1 non-interest Upon the closing of a Business combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account. On October 5, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business Combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of (9) one-month permitted On November 6, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2023 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account. As of Amount Due to Related Party The Sponsor transferred $5,433,279 to the Trust Account before the offering. The remaining excess proceeds over the private placement of $260 will be transferred to the Sponsor as the over-allotment has already been exercised in full. As of September 30, 2023 and December 31, 2022, there was $260 and $3,215 outstanding under amount due to related party, respectively. 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 September 30, 2023 and December 31, 2022, there is no amount outstanding under such Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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. On July 28, 2023, the Company entered into a satisfaction and discharge of indebtedness (the “Satisfaction and Discharge”) with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), pursuant to which, among other things, EF Hutton agreed to accept $1,000,000 in cash and a 12-month paid-in Business Combination Agreement On March 13, 2023, the Company entered into the Merger Agreement with SVH, and Merger Sub. Pursuant to the terms of the Merger Agreement, a business combination between the Company and SVH will be effected through the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of SVH. Treatment of Securities Pursuant to the Merger Agreement, the following transactions will occur: (i) SVH shall effect a 0.7806 share sub-division (ii) Each Company Unit, consisting of one (1) share of class A common stock, par value $0.000001 per share , and one (1) warrant entitling the holder to purchase one Company Class A Share per warrant at a price of $11.50 per share, subject to and in accordance with the Warrant Agreement dated as of August 3, 2022, by and between the Company and Continental Stock Transfer & Trust Company , issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (1) Company Class A Share and one (1) Company Public Warrant. (iii) Each Placement Unit, which was purchased by the Sponsor, consisting of one (1) non-transferable, non-redeemable (1) non-transferable, non-redeemable (1) non-transferable, non-redeemable (iv) Each share of Class B common stock, par value $0.000001 issued and outstanding immediately prior to the Effective Time shall be automatically converted into one SVH Share, following which all Founder Shares shall automatically be cancelled and shall cease to exist by virtue of the Merger. (v) Each issued and outstanding Company Class A Share issued and outstanding immediately prior to the Effective Time shall be exchanged automatically for Per Share Consideration, following which all Company Class A Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. (vi) All rights with respect to the Company Class A Shares underlying the Company Warrants shall be converted into rights with respect to SVH Shares and thereupon assumed by SVH. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by SVH may be exercised solely for SVH Shares; (ii) the number of SVH Shares subject to each Company Warrant assumed by SVH shall be equal to the number of Company Shares that were subject to such Company Warrants, as in effect immediately prior to the Effective Time; (iii) the per share exercise price for the SVH Shares issuable upon exercise of each Company Warrant assumed by SVH shall be $11.50; and (iv) any restriction on the exercise of any Company Warrant assumed by SVH shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, that (A) to the extent provided under the terms of a Company Warrant, such Company Warrant assumed by SVH will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any share split, division or subdivision of shares, share dividend, reverse share split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to SVH Shares subsequent to the Effective Time, and (B) the Company Board (as defined in the Merger Agreement) or a committee thereof shall succeed the authority and responsibility, if any, of the Board or any committee thereof with respect to each Company Warrant assumed by SVH. (vii) Each Company Class A Share held in the treasury of the Company, otherwise held by the Company, or for which a Company Stockholder has demanded that the Company redeem such Company Class A Share will be surrendered and cancelled and will cease to exist and no consideration will be delivered or deliverable in exchange therefor. (viii) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable Earnout Pursuant to the Merger Agreement, certain shareholders of SVH and certain shareholders of SVM India (as defined below) are entitled to receive their Pro Rata Portion (as defined in the Merger Agreement) of up to 25,000,000 SVH Shares. Exchange Agreements. At the Closing, SVM India will enter into Exchange Agreements with SVH, pursuant to which, among other things, such shareholders of SVM India will have a right to transfer one or more of the shares owned by them in SVM India to SVH in exchange for the delivery of SVH Shares or cash payment, subject to the terms and conditions set forth in the Exchange Agreements. On August 4, 2023, the Company, SRIVARU Holding Limited, and Pegasus Merger Sub Inc. entered into the first amendment (the “First Amendment”) to the agreement and plan of merger, dated as of March 13, 2023 (as amended by the First Amendment, the “Merger Agreement”) pursuant to which the parties thereto increased the share consideration payable to holders of the Company’s Class A common stock, par value $0.000001 per share (a “MOBV Share”), other than Sponsor, EF Hutton, a division of Benchmark Investments, LLC or any member of the Company’s Board, to include each such holder’s pro rata share of an additional 2,500,000 ordinary shares of the SRIVARU Holding Limited, relative to the number of applicable MOBV Shares outstanding immediately prior to the Effective Time. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock On July 7, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), where stockholders approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s amended and restated Charter to extend the date by which the Company must consummate a business combination from July 8, 2023 (the “Termination Date”) to July 15, 2023 and to allow the Company’s Chief Executive Officer or Chief Financial Officer, without a further stockholder vote, to further extend the Termination Date from July 15, 2023 to August 8, 2023 and thereafter on a monthly basis up to six times after August 8, 2023 (each, an “Extension,” and the end date of each such Extension, the “Extended Date”), for a total of up to seven months after the Termination Date (assuming the Company has not consummated a business combination) by depositing into the Trust Account on the then-applicable Extended Date, for each Extension, beginning on the Extension commencing July 15, 2023, the lesser of (i) $100,000 or (ii) $0.05 for each share of Class A Common Stock not redeemed in connection with the Charter Amendment Proposal (the “Extension Payment”) until February 8, 2024 (assuming the Company’s business combination has not occurred). In connection with the Special Meeting, stockholders elected to redeem an aggregate of 4,331,613 shares of Class A Common Stock at a redemption price of approximately $10.58 per share (the “Redemption”), for an aggregate redemption amount of approximately $45,849,102. On September 28, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), where stockholders approved the proposal (the “Business Combination Proposal”) to adopt the business combination agreement, dated as of March 13, 2023, as amended on August 4, 2023 (the “Business Combination Agreement”), as it may further be amended from time to time, by and among the Company, SRIVARU Holding Limited, a Cayman Islands exempted company, and Pegasus Merger Sub Inc., a Delaware corporation and approve the business combination and the other transactions contemplated by the Business Combination Agreement and the terms thereto. In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 5,530,395 shares of Class A Common Stock (the “Redemption”). Following the Special Meeting, holders of approximately 53,000 shares of Class A Common Stock subsequently reversed their redemption election. The shares were redeemed for an approximate price of $10.76 per share, for an aggregate amount of $58,922,549. These redemptions were not paid at September 30, 2023, and are reflected as a liability on the accompanying balance sheets. 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. Redemption of Warrants • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption • if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that 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 September 30, 2023, assets held in the Trust Account were comprised of $61,120,249 in U.S. Treasury securities invested in a mutual fund. During the three and nine months ended September 30, 2023, the Company has withdrawn $911,833 of income earned from the Trust Account to pay certain tax obligations and $45,849,102 in connection with redemptions. At December 31, 2022, assets held in the Trust Account were comprised of $103,726,404 in U.S. Treasury securities invested in a 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2023 December 31, 2022 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Mutual Fund 1 $ 61,120,249 $ 103,726,404 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9. 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 unaudited financial statements were available to be issued. Based upon this review, other than as stated below, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the condensed financial statements. On October 5, 2023, the Company, notified Continental that it was extending the time available to the Company to consummate its initial business combination from October 8, 2023, to November 8, 2023 (the “Extension”). The Extension is the sixth of up to nine (9) one-month On October 1, 2023, the Company entered into a promissory note with the Sponsor in the amount of $150,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2023 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account. On October 5, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing On November 6, 2023, the Sponsor notified the Company that it intends to fund an additional $100,000 in the Trust Account to extend the Deadline by one month to December 8, 2023. On November 6, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2023 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of condensed 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 condensed 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 | 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 $263,240 and $467,756 as of September 30, 2023 and December 31, 2022, respectively, and had no cash equivalents. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2023 and 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 | 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 Charter. 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 On July 7, 2023, the Company held a special meeting at which stockholders approved the proposal to amend the Company’s Charter to extend the date by which the Company must consummate a business combination from July 8, 2023 to July 15, 2023, and to allow the Company’s Chief Executive Officer or Chief Financial Officer, without a further stockholder vote, to further extend the termination date from July 15, 2023 to August 8, 2023, and thereafter on a monthly basis up to six times after August 8, 2023. . In connection with the special meeting, stockholders elected to redeem an aggregate of 4,331,613 shares of Class A common stock at a redemption price of approximately $10.58 per share for an aggregate amount of approximately $45,849,102. On August 7, 2023, September 5, 2023, and October 5, 2023, the Company notified Continental that it was extending the time available to the Company to consummate its initial business combination from August 8, 2023 to September 8, 2023, and from September 8, 2023 October 8, 2023 (9) one-month On September 28, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), where stockholders approved the proposal (the “Business Combination Proposal”) to adopt the business combination agreement, dated as of March 13, 2023, as amended on August 4, 2023 (the “Business Combination Agreement”), as it may further be amended from time to time, by and among the Company, SRIVARU Holding Limited, a Cayman Islands exempted company, and Pegasus Merger Sub Inc., a Delaware corporation and approve the business combination and the other transactions contemplated by the Business Combination Agreement and the terms thereto. In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 5,530,395 shares of Class A Common Stock (the “Redemption”). Following the Special Meeting, holders of approximately 53,000 shares of Class A Common Stock subsequently reversed their redemption election. The shares were redeemed for an approximate price of $10.76 per share, for an aggregate amount of $58,922,549. These redemptions were not paid at September 30, 2023, and are reflected as a liability on the accompanying balance sheets. At September 30, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption reflected in the condensed balance sheets 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 6,172,845 Shares of Class A common stock subject to possible redemption, December 31, 2022 103,323,647 Plus: Accretion of carrying value to redemption value 811,919 Shares of Class A common stock subject to possible redemption, March 31, 2023 104,135,566 Plus: Accretion of carrying value to redemption value 1,628,281 Shares of Class A common stock subject to possible redemption, June 30, 2023 105,763,847 Less: Redemption of shares (104,771,651 ) Plus: Accretion of carrying value to redemption value 1,016,722 Shares of Class A common stock subject to possible redemption, September 30, 2023 $ 2,008,918 |
Offering Costs | Offering Costs The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 paid-in |
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 67.88% and 61.88% for the three months ended September 30, 2023 and 2022, respectively, and (112.95%) and 60.38% for the nine months ended September 30, 2023 and for the period from January 7, 2022 (inception) through September 30, 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and for the period from January 7, 2022 (inception) through September 30, 2022, primarily due to business combination expenses and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim 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 September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes for the three and nine months ended September 30, 2023 was $171,535 and $644,313, respectively. |
Net Income (Loss) Per Share | Net Loss Per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss 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 loss per share as the redemption value approximates fair value. The calculation of diluted loss 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 includes a presentation of loss 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 loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (308,513 ) $ (115,718 ) $ (63,957 ) $ (26,078 ) Denominator: Basic and diluted weighted average shares outstanding 6,668,491 2,501,250 6,134,376 2,501,250 Basic and diluted net loss per share of common stock $ (0.05 ) $ (0.05 ) $ (0.01 ) $ (0.01 ) For the Nine Months Ended September 30, For the Period from January 7, 2022 (Inception) through September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (58,210 ) $ (15,644 ) $ (47,026 ) $ (44,393 ) Denominator: Basic and diluted weighted average shares outstanding 9,307,152 2,501,250 2,121,664 2,002,881 Basic and diluted net loss per share of common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) |
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 September 30, 2023 and 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 sheets, primarily due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed 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 condensed 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. On July 10, 2023 and September 28, 2023, the Company’s stockholders redeemed 4,331,613 shares of Class A common stock and 5,477,395 shares of Class A common stock, respectively, for a total amount of $104,771,651. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023, and concluded that it is probable that a contingent liability should be recorded. As of September 30, 2023, the Company recorded $1,047,717 of excise tax liability calculated as 1% of shares redeemed on July 10, 2023 and September 28, 2023. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts): For the Three Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (308,513 ) $ (115,718 ) $ (63,957 ) $ (26,078 ) Denominator: Basic and diluted weighted average shares outstanding 6,668,491 2,501,250 6,134,376 2,501,250 Basic and diluted net loss per share of common stock $ (0.05 ) $ (0.05 ) $ (0.01 ) $ (0.01 ) For the Nine Months Ended September 30, For the Period from January 7, 2022 (Inception) through September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (58,210 ) $ (15,644 ) $ (47,026 ) $ (44,393 ) Denominator: Basic and diluted weighted average shares outstanding 9,307,152 2,501,250 2,121,664 2,002,881 Basic and diluted net loss per share of common stock $ (0.01 ) $ (0.01 ) $ (0.02 ) $ (0.02 ) |
Temporary Equity | At September 30, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption reflected in the condensed balance sheets 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 6,172,845 Shares of Class A common stock subject to possible redemption, December 31, 2022 103,323,647 Plus: Accretion of carrying value to redemption value 811,919 Shares of Class A common stock subject to possible redemption, March 31, 2023 104,135,566 Plus: Accretion of carrying value to redemption value 1,628,281 Shares of Class A common stock subject to possible redemption, June 30, 2023 105,763,847 Less: Redemption of shares (104,771,651 ) Plus: Accretion of carrying value to redemption value 1,016,722 Shares of Class A common stock subject to possible redemption, September 30, 2023 $ 2,008,918 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of fair value measurements | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, 2023 December 31, 2022 Assets: Marketable securities held in Trust Account – U.S. Treasury Securities Mutual Fund 1 $ 61,120,249 $ 103,726,404 |
Description of Organization, _2
Description of Organization, Business Operations - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Oct. 05, 2023 | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 05, 2023 | Aug. 07, 2023 USD ($) | Aug. 04, 2023 $ / shares shares | Jul. 07, 2023 USD ($) times $ / shares shares | Apr. 24, 2023 USD ($) | Mar. 13, 2023 $ / shares shares | Aug. 08, 2022 USD ($) $ / shares shares | Apr. 22, 2022 USD ($) | Oct. 31, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Jul. 01, 2022 shares | |
Share price | $ / shares | $ 10.25 | $ 10.25 | ||||||||||||||
Proceeds from issuance initial public offering | $ 0 | $ 25,000 | ||||||||||||||
Proceeds from issuance of private placement | 5,433,000 | |||||||||||||||
Payment to acquire restricted investments | $ 300,000 | $ 966,335 | 102,551,250 | |||||||||||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | 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 | $ 333,166.5 | ||||||||||||||
Total deposit amount after nine extension from the company | 2,607,390 | 2,607,390 | ||||||||||||||
Dissolution expense | 100,000 | |||||||||||||||
Business Combination Extension Date Three | Sep. 08, 2023 | |||||||||||||||
Payment for the repurchase of redeemable non controlling interest | 45,849,102 | |||||||||||||||
Shares subject to mandatory redemption settlement terms amount current | 58,922,549 | 58,922,549 | $ 0 | |||||||||||||
Business combination extension date five | Oct. 08, 2023 | |||||||||||||||
Business combination extension date four | Oct. 08, 2023 | |||||||||||||||
Temporary equity aggegate redemption amount | $ 45,849,102 | |||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10.58 | |||||||||||||||
Proceeds from related party debt | 0 | $ 1,000 | ||||||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 5,400,448 | |||||||||||||||
SRIVARU Holding Limited [Member] | ||||||||||||||||
Stock shares subdivision | 0.7806 | |||||||||||||||
Common stock shares number of shares to be issued for each share held in the predecessor company | 1 | |||||||||||||||
Common Stock Par or Stated Value Per Share | $ / shares | $ 0.01 | |||||||||||||||
Expected Common Stock Shares Outstanding Before The Merger [Member] | SRIVARU Holding Limited [Member] | ||||||||||||||||
Common stock, shares outstanding | shares | 14,946,286 | |||||||||||||||
Exchange Agreement [Member] | SRIVARU Holding Limited [Member] | ||||||||||||||||
Shares authorized but unissued | shares | 951,327 | |||||||||||||||
Earnout Agreement [Member] | SRIVARU Holding Limited [Member] | ||||||||||||||||
Common stock shares issuable towards contingent consideration | shares | 25,000,000 | |||||||||||||||
Charter Amendment Proposal [Member] | ||||||||||||||||
Payment to acquire restricted investments | $ 100,000 | |||||||||||||||
Temporary equity number of shares redeemable | shares | 4,331,613 | |||||||||||||||
Unredeemed per share value to be deposited in the trust account | $ / shares | $ 0.05 | |||||||||||||||
Commitment to deposit in the trust account per extension | $ 100,000 | |||||||||||||||
Number of times of permissible extensions after the final extension date | times | 6 | |||||||||||||||
Business combination revised extension date two | Aug. 08, 2023 | |||||||||||||||
Last date for the consummation of business combination after extension | Jul. 15, 2023 | |||||||||||||||
Public Warrant [Member] | SRIVARU Holding Limited [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.5 | |||||||||||||||
Private Warrant [Member] | SRIVARU Holding Limited [Member] | ||||||||||||||||
Class Of Warrant Or Right Per Share Price Of Warrants Or Rights | $ / shares | 11.5 | |||||||||||||||
Sponsor [Member] | ||||||||||||||||
Deposit from shareholders for each month extension on full exercise of over allotment option | 0.0333 | 0.0333 | ||||||||||||||
Total deposit amount after nine extension from the company | 2,998,498.5 | $ 2,998,498.5 | ||||||||||||||
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ / shares | $ 10.25 | |||||||||||||||
Notes payable to related party classified as current | 113,774 | $ 113,774 | ||||||||||||||
Proceeds from related party debt | $ 666,333 | |||||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||||
Bank overdrafts | 0 | 0 | $ 0 | |||||||||||||
Stock issued during period, value, issued for services | 25,000 | |||||||||||||||
SRIVARU Holding Limited and Pegasus Merger Sub Inc [Member] | MOBV Share [Member] | First Amendment Merger Agreement [Member] | ||||||||||||||||
Stock issued during the period shares | shares | 2,500,000 | |||||||||||||||
Common Stock Par or Stated Value Per Share | $ / shares | $ 0.000001 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | $ 5,000,001 | ||||||||||||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | 15% | ||||||||||||||
IPO [Member] | ||||||||||||||||
Stock issued during the period shares | shares | 10,005,000 | 10,005,000 | ||||||||||||||
Proceeds from issuance initial public offering | $ 100,050,000 | |||||||||||||||
Deferred underwriting commission | $ 3,501,750 | 3,501,750 | $ 3,501,750 | |||||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 5,400,448 | $ 5,400,448 | ||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Stock issued during the period shares | shares | 1,305,000 | 100,050 | 100,050 | 100,050 | ||||||||||||
Over allotment option period | 45 days | |||||||||||||||
Over-Allotment Option [Member] | Sponsor [Member] | ||||||||||||||||
Proceeds from issuance of private placement | $ 260 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Stock issued during the period shares | shares | 543,300 | 543,300 | 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 | $ / shares | $ 10.25 | $ 10 | $ 10.25 | |||||||||||||
Payment to acquire restricted investments | $ 102,551,250 | |||||||||||||||
Restricted investments term | 180 days | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Business combination extension date five | Nov. 08, 2023 | |||||||||||||||
Class A common stock [Member] | ||||||||||||||||
Proceeds from issuance initial public offering | $ 100,050,000 | |||||||||||||||
Common stock, shares outstanding | shares | 643,350 | 643,350 | 643,350 | |||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10.25 | $ 10.25 | $ 10.33 | |||||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 5,400,448 | |||||||||||||||
Common Stock Par or Stated Value Per Share | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||||||||||
Class A common stock [Member] | SRIVARU Holding Limited [Member] | ||||||||||||||||
Common Stock Par or Stated Value Per Share | $ / shares | 0.000001 | |||||||||||||||
Class A common stock [Member] | Charter Amendment Proposal [Member] | ||||||||||||||||
Temporary equity aggegate redemption amount | $ 45,849,102 | |||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10.58 | |||||||||||||||
Class A common stock [Member] | Redemption to the holders of temporary after the meeting held for extending the date of business combination [Member] | ||||||||||||||||
Shares subject to mandatory redemption settlement terms amount current | $ 58,922,549 | $ 58,922,549 | ||||||||||||||
Temporary equity aggregate number of shares subject to redemption | shares | 5,530,395 | 5,530,395 | ||||||||||||||
Temporary equity redemption price per share | $ / shares | $ 10.76 | $ 10.76 | ||||||||||||||
Class A common stock [Member] | IPO [Member] | ||||||||||||||||
Stock issued during the period shares | shares | 10,005,000 | |||||||||||||||
Share price | $ / shares | $ 10 | |||||||||||||||
Proceeds from issuance initial public offering | $ 100,050,000 | |||||||||||||||
Class A common stock [Member] | Subsequent Event [Member] | Redemption to the holders of temporary after the meeting held for extending the date of business combination [Member] | ||||||||||||||||
Temporary equity shares non redeemable during the period | shares | 53,000 | |||||||||||||||
Payment for the repurchase of redeemable non controlling interest | $ 58,922,549 | |||||||||||||||
Representative Shares [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Stock issued during the period shares | shares | 100,050 | 100,050 | ||||||||||||||
Period within which business combination shall be consummated from the consummation of initial public offer | 9 months | |||||||||||||||
Common Class B [Member] | ||||||||||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||||||||||
Common stock, shares outstanding | shares | 2,501,250 | 2,501,250 | 2,501,250 | 2,501,250 | ||||||||||||
Common Stock Par or Stated Value Per Share | $ / shares | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||||||||||
Common Class B [Member] | SRIVARU Holding Limited [Member] | ||||||||||||||||
Common Stock Par or Stated Value Per Share | $ / shares | $ 0.000001 | |||||||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||||||
Common stock, shares outstanding | shares | 2,471,250 | 2,471,250 | 2,471,250 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Allocation of net income (loss) | $ (424,231) | $ 426,723 | $ (76,346) | $ (90,035) | $ (110) | $ (1,274) | $ (73,854) | $ (91,419) |
Common Class A [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ (308,513) | $ (63,957) | $ (58,210) | $ (47,026) | ||||
Denominator: | ||||||||
Weighted average shares outstanding, basic | 6,668,491 | 6,134,376 | 9,307,152 | 2,121,664 | ||||
Weighted average shares outstanding, diluted | 6,668,491 | 6,134,376 | 9,307,152 | 2,121,664 | ||||
Basic net loss per share of common stock | $ (0.05) | $ (0.01) | $ (0.01) | $ (0.02) | ||||
Diluted net loss per share of common stock | $ (0.05) | $ (0.01) | $ (0.01) | $ (0.02) | ||||
Common Class B [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income (loss) | $ (115,718) | $ (26,078) | $ (15,644) | $ (44,393) | ||||
Denominator: | ||||||||
Weighted average shares outstanding, basic | 2,501,250 | 2,501,250 | 2,501,250 | 2,002,881 | ||||
Weighted average shares outstanding, diluted | 2,501,250 | 2,501,250 | 2,501,250 | 2,002,881 | ||||
Basic net loss per share of common stock | $ (0.05) | $ (0.01) | $ (0.01) | $ (0.02) | ||||
Diluted net loss per share of common stock | $ (0.05) | $ (0.01) | $ (0.01) | $ (0.02) |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Summary of class A common stock subject to possible redemption (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||||||
Gross proceeds | $ 0 | $ 25,000 | |||||
Less: | |||||||
Offering costs | $ (5,400,448) | ||||||
Plus: | |||||||
Accretion of carrying value to redemption value | $ 1,016,722 | $ 1,628,281 | $ 811,919 | $ 129,471 | |||
Shares of Class A common stock subject to possible redemption | 2,008,918 | 2,008,918 | $ 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 | ||||||
Redemption of shares | (104,771,651) | ||||||
Plus: | |||||||
Accretion of carrying value to redemption value | 1,016,722 | 1,628,281 | 811,919 | 6,172,845 | |||
Shares of Class A common stock subject to possible redemption | $ 2,008,918 | $ 105,763,847 | $ 104,135,566 | $ 2,008,918 | $ 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) | 9 Months Ended |
Sep. 30, 2023 $ / 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 ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Oct. 05, 2023 | Sep. 28, 2023 | Sep. 05, 2023 | Aug. 07, 2023 | Jul. 10, 2023 | Jul. 07, 2023 | Aug. 08, 2022 | Oct. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||||||||||||||
Temporary equity, accretion to redemption value | $ 1,016,722 | $ 1,628,281 | $ 811,919 | $ 129,471 | |||||||||||
Cash | 263,240 | $ 263,240 | $ 467,756 | ||||||||||||
Cash equivalents, at carrying value | 0 | 0 | 0 | ||||||||||||
Stock redeemed or called during period, shares | 4,331,613 | ||||||||||||||
Temporary equity, redemption price per share | $ 10.58 | ||||||||||||||
Temporary equity aggegate redemption amount | $ 45,849,102 | ||||||||||||||
Cash insured with federal depository insurance corporation | 250,000 | 250,000 | 250,000 | ||||||||||||
Unrecognized tax benefits | 0 | 0 | 0 | ||||||||||||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | 0 | ||||||||||||
Dilutive Securities | 0 | ||||||||||||||
Minimum net tangible assets to consummate business combination | 5,000,001 | 5,000,001 | |||||||||||||
Business Combination Extension Date Three | Sep. 08, 2023 | ||||||||||||||
Payment for the repurchase of redeemable non controlling interests | 45,849,102 | ||||||||||||||
Shares subject to mandatory redemption settlement terms amount current | 58,922,549 | 58,922,549 | 0 | ||||||||||||
Excise tax payable current | 1,047,717 | 1,047,717 | 0 | ||||||||||||
Business combination extension date five | Oct. 08, 2023 | ||||||||||||||
Income tax provision | $ 171,535 | $ 34,416 | $ 644,313 | $ 34,416 | |||||||||||
Income tax provision | 67.88% | 61.88% | (112.95%) | 60.38% | |||||||||||
Statutory federal income tax rate | 21% | 21% | 21% | 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 | $ 3,456,922 | $ 6,172,845 | |||||||||||||
Temporary equity shares outstanding | 10,005,000 | 195,992 | 195,992 | 10,005,000 | |||||||||||
Excise tax payable as a percentage of stock redeemable | 1% | 1% | |||||||||||||
Excise tax payable current | $ 1,047,717 | $ 1,047,717 | |||||||||||||
Temporary equity stock shares redeemed during the period value | $ 104,771,651 | ||||||||||||||
Temporary equity stock shares redeemed during the period shares | 5,477,395 | 4,331,613 | |||||||||||||
Class of warrant exercisable to purchase stock | 10,548,300 | ||||||||||||||
Class A common stock [Member] | Redemption to the holders of temporary after the meeting held for extending the date of business combination [Member] | |||||||||||||||
Accounting Policies [Line Items] | |||||||||||||||
Temporary equity, redemption price per share | $ 10.76 | $ 10.76 | |||||||||||||
Shares subject to mandatory redemption settlement terms amount current | $ 58,922,549 | $ 58,922,549 | |||||||||||||
Temporary equity aggregate number of shares subject to redemption | 5,530,395 | 5,530,395 | |||||||||||||
Private Placement [Member] | |||||||||||||||
Accounting Policies [Line Items] | |||||||||||||||
Stock issued during the period shares | 543,300 | 543,300 | 543,300 | 543,300 | |||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Accounting Policies [Line Items] | |||||||||||||||
Stock issued during the period shares | 1,305,000 | 100,050 | 100,050 | 100,050 | |||||||||||
Subsequent Event [Member] | |||||||||||||||
Accounting Policies [Line Items] | |||||||||||||||
Business combination extension date six | Nov. 08, 2023 | ||||||||||||||
Business combination extension date five | Nov. 08, 2023 | ||||||||||||||
Subsequent Event [Member] | Class A common stock [Member] | Redemption to the holders of temporary after the meeting held for extending the date of business combination [Member] | |||||||||||||||
Accounting Policies [Line Items] | |||||||||||||||
Payment for the repurchase of redeemable non controlling interests | $ 58,922,549 | ||||||||||||||
Temporary equity shares non redeemable during the period | 53,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 USD ($) PublicWarrant Commonstock shares | Aug. 08, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2023 USD ($) PublicWarrant Commonstock shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Jun. 30, 2023 $ / 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 | $ 0 | $ 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 | ||||||
IPO [Member] | |||||||
Class of Stock [Line Items] | |||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 5,400,448 | $ 5,400,448 | |||||
Payments for underwriting expense | 1,500,750 | ||||||
Deferred underwriting commission | 3,501,750 | $ 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 | 100,050 | 100,050 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 08, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||
Proceeds from Issuance of Private Placement | $ 5,433,000 | ||||
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 | ||||
Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period shares | 1,305,000 | 100,050 | 100,050 | 100,050 | |
Sponsor [Member] | |||||
Class of Stock [Line Items] | |||||
Deposit from shareholders for each month extension on full exercise of over allotment option | $ 0.0333 | ||||
Sponsor [Member] | Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Proceeds from Issuance of Private Placement | $ 260 | ||||
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 | ||||
Representative Shares [Member] | Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Stock issued during the period shares | 100,050 | 100,050 | |||
Period with in which business combination shall be consummated from the consummation of initial public offer subject to extensions | 18 months | ||||
Lock in period of shares | 180 days |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Oct. 05, 2023 | Oct. 01, 2023 | Sep. 27, 2023 | Sep. 05, 2023 | Aug. 07, 2023 | Jul. 07, 2023 | Jun. 01, 2023 | Apr. 24, 2023 | Jul. 01, 2022 | May 01, 2022 | Apr. 22, 2022 | Apr. 05, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 06, 2023 | Aug. 11, 2022 | Aug. 05, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share Price | $ 10.25 | $ 10.25 | ||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 5,433,000 | |||||||||||||||||||
Amount due to related party | $ 260 | $ 260 | $ 3,215 | |||||||||||||||||
Payment to acquire restricted investments | $ 300,000 | 966,335 | 102,551,250 | |||||||||||||||||
Proceeds from related party debt | 0 | $ 1,000 | ||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Notes payable to related party classified as current | 113,774 | 113,774 | ||||||||||||||||||
Proceeds From Trust Account | 5,433,279 | |||||||||||||||||||
Proceeds from related party debt | $ 666,333 | |||||||||||||||||||
Sponsor [Member] | Over-Allotment Option [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Proceeds from Issuance of Private Placement | 260 | |||||||||||||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt instrument face value | $ 115,000 | $ 100,000 | $ 100,000 | $ 100,000 | $ 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 | |||||||||||||||||||
Debt instrument conversion price per share | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||||||||
Payment to acquire restricted investments | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 0% | 0% | 0% | 0% | ||||||||||||||||
Debt instrument, payment terms | payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination | payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination | payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination | payable on the earlier of (i)February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination | ||||||||||||||||
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 | $ 1,500,000 | ||||||||||||||||||
Debt instrument conversion price per share | $ 10 | $ 10 | ||||||||||||||||||
Bank overdrafts | $ 0 | $ 0 | 0 | |||||||||||||||||
Related party transaction fees payable per month | 10,000 | |||||||||||||||||||
Administrative Services Fee | 30,000 | $ 20,000 | 90,000 | 20,000 | ||||||||||||||||
Sponsor [Member] | June 2023 Promissory Note [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 0% | |||||||||||||||||||
Debt instrument, payment terms | payable on the earlier of (i) July 8, 2023 or (ii) promptly after the date of the consummation of the Company’s initial Business Combination | |||||||||||||||||||
Sponsor [Member] | April 2023 Promissory Note [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt instrument, interest rate, stated percentage | 0% | |||||||||||||||||||
Debt instrument, payment terms | payable on the earlier of (i) June 8, 2023 or (ii) promptly after the date of the consummation of the Company’s initial Business Combination | |||||||||||||||||||
Sponsor [Member] | Convertible Promissory Notes Related Party [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt instrument face value | $ 666,333 | |||||||||||||||||||
Debt instrument conversion price per share | $ 10 | |||||||||||||||||||
Proceeds from related party debt | $ 666,333 | |||||||||||||||||||
Convertible debt current | 1,081,333 | 1,081,333 | 0 | |||||||||||||||||
Sponsor [Member] | Subsequent Event [Member] | Promissory Note [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Debt instrument face value | $ 100,000 | $ 150,000 | $ 100,000 | |||||||||||||||||
Debt instrument conversion price per share | $ 10 | $ 10 | $ 10 | |||||||||||||||||
Payment to acquire restricted investments | $ 100,000 | |||||||||||||||||||
Debt instrument, interest rate, stated percentage | 0% | 0% | ||||||||||||||||||
Debt instrument, payment terms | payable on the earlier of (i) February 8, 2023 or (ii) promptly after the date on which the Company consummates an initial business combination | |||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Amount due to related party | $ 260 | $ 260 | $ 3,215 | |||||||||||||||||
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 | 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 | |||||||||||||||||||
Stock surrendered during period value | $ 0 | |||||||||||||||||||
Common stock, shares outstanding | 2,471,250 | 2,471,250 | 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 | $ 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 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Aug. 04, 2023 $ / shares shares | Jul. 28, 2023 USD ($) | Mar. 13, 2023 $ / shares shares | Aug. 08, 2022 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Jan. 27, 2023 | Jul. 01, 2022 shares | |
Other Commitments [Line Items] | ||||||||||
Adjustment to additional paid in capital partial reduction of deferred underwriting fee | $ | $ 2,501,750 | |||||||||
Percentage of investment banker fee on entity offerings | 30% | |||||||||
SRIVARU Holding Limited [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Common stock shares number of shares to be issued for each share held in the predecessor company | 1 | |||||||||
Stock shares subdivision | 0.7806 | |||||||||
Common Stock Par or Stated Value Per Share | $ 0.01 | |||||||||
Expected Common Stock Shares Outstanding Before The Merger [Member] | SRIVARU Holding Limited [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Common stock, shares outstanding | shares | 14,946,286 | |||||||||
Private Placement Warrants [Member] | SRIVARU Holding Limited [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |||||||||
Public Warrant [Member] | SRIVARU Holding Limited [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 11.5 | |||||||||
Common Class B [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Common stock, shares outstanding | shares | 2,501,250 | 2,501,250 | 2,501,250 | 2,501,250 | ||||||
Common Stock Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||||
Common Class B [Member] | SRIVARU Holding Limited [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Common Stock Par or Stated Value Per Share | 0.000001 | |||||||||
Common Class A [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Common stock, shares outstanding | shares | 643,350 | 643,350 | 643,350 | |||||||
Common Stock Par or Stated Value Per Share | $ 0.000001 | $ 0.000001 | $ 0.000001 | |||||||
Common Class A [Member] | SRIVARU Holding Limited [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Common Stock Par or Stated Value Per Share | 0.000001 | |||||||||
SVH Shares [Member] | SRIVARU Holding Limited [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Common Stock Par or Stated Value Per Share | $ 0.01 | |||||||||
Underwriting Agreement [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Percentage of cash underwriting discount | 1.50% | 1.50% | ||||||||
Cash underwriting fee | $ | $ 1,500,750 | |||||||||
Percentage of deferred underwriting fee | 3.50% | 3.50% | ||||||||
Deferred underwriting commissions | $ | $ 3,501,750 | $ 3,501,750 | ||||||||
First Amendment Merger Agreement [Member] | SRIVARU Holding Limited and Pegasus Merger Sub Inc [Member] | MOBV Share [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Stock shares issued during the period shares | shares | 2,500,000 | |||||||||
Common Stock Par or Stated Value Per Share | $ 0.000001 | |||||||||
Satisfaction And Discharge Of Indebtness [Member] | EF Hutton [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Settlement Of Deferred Underwriting Commission Liability | $ | $ 3,501,750 | |||||||||
Payment of cash towards part settlement of deferred underwriting commission | $ | $ 1,000,000 | |||||||||
Exchange Agreement [Member] | SRIVARU Holding Limited [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Shares authorized but unissued | shares | 951,327 | |||||||||
Earnout Agreement [Member] | SRIVARU Holding Limited [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Common stock shares issuable towards contingent consideration | shares | 25,000,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Stock shares issued during the period shares | shares | 1,305,000 | 100,050 | 100,050 | 100,050 | ||||||
Over-Allotment Option [Member] | Representative Shares [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Stock shares issued during the period shares | shares | 100,050 | 100,050 | ||||||||
Percentage of shares issued in initial public offering | 1% |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) | 1 Months Ended | 9 Months Ended | |||||||
Jul. 07, 2023 USD ($) times $ / shares shares | Jul. 01, 2022 shares | May 01, 2022 shares | Apr. 22, 2022 USD ($) $ / shares shares | Apr. 05, 2022 $ / shares shares | Oct. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 05, 2022 shares | |
Class of Stock [Line Items] | |||||||||
Preferred stock, par value | $ / shares | $ 0.000001 | $ 0.000001 | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 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 | $ / shares | $ 10.25 | ||||||||
Payment for the repurchase of redeemable non controlling interest | $ | $ 45,849,102 | ||||||||
Shares subject to mandatory redemption settlement terms amount current | $ | $ 58,922,549 | $ 0 | |||||||
Temporary equity, redemption price per share | $ / shares | $ 10.58 | ||||||||
Temporary equity aggegate redemption amount | $ | $ 45,849,102 | ||||||||
Charter Amendment Proposal [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Last date for the consummation of business combination after extension | Jul. 15, 2023 | ||||||||
Business combination revised extension date two | Aug. 08, 2023 | ||||||||
Number of times of permissible extensions after the final extension date | times | 6 | ||||||||
Commitement to deposit in the trust account per extension | $ | $ 100,000 | ||||||||
Unredeemed per share value to be deposited in the trust account | $ / shares | $ 0.05 | ||||||||
Temporary equity number of shares redeemable | 4,331,613 | ||||||||
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 | 100,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.000001 | $ 0.000001 | |||||||
Common stock, voting rights | one vote | ||||||||
Common stock, shares issued | 643,350 | 643,350 | |||||||
Common stock, shares outstanding | 643,350 | 643,350 | |||||||
Common stock subject to possible redemption | 195,992 | 10,005,000 | |||||||
Temporary equity, redemption price per share | $ / shares | $ 10.25 | $ 10.33 | |||||||
Common Class A [Member] | Redemption to the holders of temporary after the meeting held for extending the date of business combination [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares subject to mandatory redemption settlement terms amount current | $ | $ 58,922,549 | ||||||||
Temporary equity aggregate number of shares subject to redemption | 5,530,395 | ||||||||
Temporary equity, redemption price per share | $ / shares | $ 10.76 | ||||||||
Common Class A [Member] | Charter Amendment Proposal [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Temporary equity, redemption price per share | $ / shares | $ 10.58 | ||||||||
Temporary equity aggegate redemption amount | $ | $ 45,849,102 | ||||||||
Common Class A [Member] | Adjusted Exercise Price One [Member] | Public Warrants [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share price | $ / shares | $ 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 A [Member] | Subsequent Event [Member] | Redemption to the holders of temporary after the meeting held for extending the date of business combination [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Payment for the repurchase of redeemable non controlling interest | $ | $ 58,922,549 | ||||||||
Temporary equity shares non redeemable during the period | 53,000 | ||||||||
Common Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.000001 | $ 0.000001 | |||||||
Common stock, voting rights | one vote | ||||||||
Common stock, shares issued | 2,501,250 | 2,501,250 | |||||||
Common stock, shares outstanding | 2,501,250 | 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 | $ / shares | $ 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 | $ / shares | $ 5 | ||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares outstanding | 2,471,250 | 2,471,250 | |||||||
Stock surrendered during period shares | 373,750 | ||||||||
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 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
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 | $ 61,120,249 | $ 103,726,404 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Marketable securities held in Trust Account | $ 61,120,249 | $ 61,120,249 | $ 103,726,404 |
Dividend withdrawn from trust account | $ 911,833 | 911,833 | $ 0 |
Proceeds from the sale of restricted investments one | $ 45,849,102 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 9 Months Ended | |||||||||
Nov. 06, 2023 | Oct. 05, 2023 | Sep. 05, 2023 | Aug. 07, 2023 | Jul. 07, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 01, 2023 | Sep. 27, 2023 | Apr. 22, 2022 | |
Subsequent Event [Line Items] | ||||||||||
Payment to acquire restricted investments | $ 300,000 | $ 966,335 | $ 102,551,250 | |||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payment to acquire restricted investments | $ 100,000 | 100,000 | $ 100,000 | |||||||
Debt instrument face value | $ 100,000 | $ 100,000 | $ 100,000 | $ 115,000 | $ 300,000 | |||||
Debt instrument, interest rate, stated percentage | 0% | 0% | 0% | 0% | ||||||
Debt instrument conversion price per share | $ 10 | $ 10 | $ 10 | $ 10 | ||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Business combination extension date six | Nov. 08, 2023 | |||||||||
Subsequent Event [Member] | Extension Of The Deadline To Consummate Business Combination [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payment to acquire restricted investments | $ 100,000 | |||||||||
Subsequent Event [Member] | Sponsor [Member] | Promissory Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payment to acquire restricted investments | 100,000 | |||||||||
Debt instrument face value | $ 100,000 | $ 100,000 | $ 150,000 | |||||||
Debt instrument, interest rate, stated percentage | 0% | 0% | ||||||||
Debt instrument conversion price per share | $ 10 | $ 10 | $ 10 | |||||||
Commitment to contribute additional funds into the trust account | $ 100,000 | |||||||||
Business combination extension date six | Dec. 08, 2023 |