Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41609 | |
Entity Registrant Name | CETUS CAPITAL ACQUISITION CORP. | |
Entity Central Index Key | 0001936702 | |
Entity Tax Identification Number | 88-2718139 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Floor 3, No. 6, Lane 99 | |
Entity Address, Address Line Two | Zhengda Second Street | |
Entity Address, Address Line Three | Wenshan District | |
Entity Address, City or Town | Taipei | |
Entity Address, Country | TW | |
Entity Address, Postal Zip Code | 11602 | |
City Area Code | +886 | |
Local Phone Number | 920518827 | |
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 | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units, each consisting of one share of Class A Common Stock, one Warrant and one Right | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, one Warrant and one Right | |
Trading Symbol | CETUU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock, par value $0.0001 per share, included as part of the Units | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share, included as part of the Units | |
Trading Symbol | CETU | |
Security Exchange Name | NASDAQ | |
Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | CETUW | |
Security Exchange Name | NASDAQ | |
Rights, each exchangeable for one-sixth (1/6) of one share of Class A Common Stock | ||
Title of 12(b) Security | Rights, each exchangeable for one-sixth (1/6) of one share of Class A Common Stock | |
Trading Symbol | CETUR | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 7,531,875 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 0 |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Current Assets-Cash | $ 49,446 | $ 20,000 |
Prepaid expenses | 83,333 | |
Deferred offering costs | 216,185 | |
Total Current Asset | 132,779 | 236,185 |
Cash and marketable securities held in the trust | 58,920,593 | |
Total assets | 59,053,372 | 236,185 |
Current liabilities | ||
Accrued expenses | 11,666 | |
Accrued offering costs | 70,000 | |
Franchise Tax Payable | 52,567 | |
Income Tax Payable | 75,973 | |
Promissory note – related party | $ 216,837 | |
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total Current liabilities | $ 210,206 | $ 216,837 |
Deferred Underwriting Commission | 1,725,000 | |
Total liabilities | 1,935,206 | 216,837 |
Commitments and Contingencies | ||
Class A Common stock subject to possible redemption, $0.0001 par value; 5,750,000 shares issued and outstanding at redemption value | 53,382,191 | |
Shareholders’ Equity | ||
Preferred share, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid in capital | 3,793,979 | 24,856 |
Accumulated deficit | (58,183) | (5,652) |
Total shareholders’ equity | 3,735,975 | 19,348 |
Total liabilities and shareholders’ equity | 59,053,372 | 236,185 |
Common Class A [Member] | ||
Current liabilities | ||
Class A Common stock subject to possible redemption, $0.0001 par value; 5,750,000 shares issued and outstanding at redemption value | 53,382,191 | |
Shareholders’ Equity | ||
Common stock value | 179 | 144 |
Common Class B [Member] | ||
Shareholders’ Equity | ||
Common stock value |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) | Mar. 31, 2023 $ / shares shares |
Preferred stock, par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common Class A [Member] | |
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Temporary equity shares issued, shares | 5,750,000 |
Temporary equity shares outstanding, shares | 5,750,000 |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 50,000,000 |
Common stock, shares issued | 1,781,875 |
Common stock, shares outstanding | 1,781,875 |
Common stock, possible redemption shares | 5,750,000 |
Common Class B [Member] | |
Common stock, par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 4,000,000 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Statements of Operations
Statements of Operations | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Income Statement [Abstract] | |
Formation and Operating costs | $ 338,333 |
Franchise tax | 52,567 |
Loss from operation | (390,900) |
Unrealized Gain on marketable securities hold in the trust account | 414,342 |
Other income | 414,342 |
Income before income taxes | 23,442 |
Income tax expenses | (75,973) |
Net loss | $ (52,531) |
Weighted average shares outstanding, basic and diluted | shares | 5,229,556 |
Basic and diluted net loss per common share | $ / shares | $ (0.01) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2023 - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class B [Member] | Total |
Balance – December 31, 2022 at Dec. 31, 2022 | $ 144 | $ 24,856 | $ (5,652) | $ 19,348 | ||
Balance, shares at Dec. 31, 2022 | 1,437,500 | |||||
Issuance of Class A Common Stock | $ 575 | 57,499,425 | $ 25,000 | 57,500,000 | ||
Sale of public units, shares | 5,750,000 | 1,725,000 | ||||
Issuance of Private Placement Units | $ 27 | 2,651,883 | 2,651,910 | |||
Sale of private placement units, shares | 265,191 | |||||
Conversion from Promissory Note to Private Placement Units | $ 2 | 216,835 | 216,837 | |||
Conversion from promissory note to private placement units, shares | 21,684 | |||||
Issuance of representative shares | $ 6 | 137,442 | 137,448 | |||
Issuance of representative shares, shares | 57,500 | |||||
Underwriting Commissions | (2,587,500) | (2,587,500) | ||||
Offering Costs | (767,346) | (767,346) | ||||
Reclassification of Common Stock Subject to Redemption | $ (575) | (51,769,960) | (51,770,535) | |||
Reclassification of common stock subject to redemption, shares | (5,750,000) | |||||
Accretion of initial measurement of subject to redemption | (1,397,314) | (1,397,314) | ||||
Accretion of subsequent measurement of common stock subject to redemption value | (214,342) | (214,342) | ||||
Net loss | (52,531) | (52,531) | ||||
Balance –March 31, 2023 at Mar. 31, 2023 | $ 179 | $ 3,793,979 | $ (58,183) | $ 3,735,975 | ||
Balance, shares at Mar. 31, 2023 | 1,781,875 |
Statements of Cash Flows
Statements of Cash Flows | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Cash flows from operating activities: | |
Net loss | $ (52,531) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Unrealized gain in the trust account | (414,342) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (83,333) |
Accrued expenses | 11,671 |
Income tax payable | 75,973 |
Franchise tax payable | 52,567 |
Net cash used in operating activities | (409,995) |
Cash flows from investing activities: | |
Investment of cash in Trust Account | (58,506,251) |
Net cash used in investing activities | (58,506,251) |
Cash flows from financing activities: | |
Payment of offering costs | (334,720) |
Proceeds from sale of Public Units | 57,500,000 |
Proceeds from sale of Private Placement units | 2,651,910 |
Payment of Underwriting discount | (862,500) |
Payment of accounts payable and Rockport | (8,998) |
Net cash provided by financing activities | 58,945,692 |
Net change in cash | 29,446 |
Cash at the beginning of the period | 20,000 |
Cash at the end of the period | 49,446 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting fee payable | 1,725,000 |
Allocation of offering costs | 3,208,090 |
Value of Class A ordinary shares subject to redemption | 51,770,535 |
Issuance of Representative Shares | 137,448 |
Deferred offering costs in accrued offering costs | 70,000 |
Accretion of initial measurement of subject to redemption | 1,397,314 |
Remeasurement of common stock subject to redemption value | 214,342 |
Conversion from Promissory Notes to Private Placement Units | $ 216,837 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Cetus Capital Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 7, 2022. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activities through March 31, 2023, are related to the Company’s formation and the initial public offering (“IPO” as defined below in Note 3). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Cetus Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on January 31, 2023. On February 3, 2023, the Company consummated the IPO of 5,750,000 750,000 10.00 57,500,000 286,875 2,868,750 10.00 $216,837 0.0001 11.50 Transaction costs amounted to $ 3,346,850 862,500 1,725,000 137,448 621,902 In addition, in conjunction with the IPO, the Company issued to the underwriter 57,500 137,448 Upon the closing of the IPO and the private placement on February 3, 2023, a total of $ 58,506,250 Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80 80 80 80 50 The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.175 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Initial Stockholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100 The Company will have until nine months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”) (subject to three three-month extensions of time, as set forth in the Company’s registration statement). If the Company anticipates that it may not be able to consummate its initial Business Combination within nine months, it may, by resolution of our board of directors, if requested by our Sponsor, extend the period of time to consummate a business combination by three additional periods of three months each (for a total of up to 18 months to complete a business combination), by depositing into the trust account, with respect to each such three month extension, $ 575,000 If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less certain amount of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $ 10.175 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.175 10.175 Liquidity and Capital Resources and Going Concern Consideration At March 31, 2023, the Company had $ 49,446 77,427 25,000 300,000 216,837 2,868,750 10.00 The Company has incurred and expects to continue to incur significant professional costs to remain a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic, including any variants thereof, on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders 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. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2023 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 49,446 20,000 no Cash Held in Trust Account As of March 31, 2023 and December 31, 2022 $ 58,920,593 0 Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. As of February 3, 2023, offering costs totaled $ 3,346,850 862,500 1,725,000 759,350 137,448 3,200,091 146,759 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The provision for income taxes for March 31, 2023 is $ 75,973 Dividends The Board may from time to time declare, and the Company may pay, dividends (payable in cash, property or shares of the Company’s capital stock) on the Company’s outstanding shares of capital stock, subject to applicable law and the Amended and Restated Certificate of Incorporation. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Public Warrants and Rights (see Note 3) and Placement Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Representative Shares were valued using the fair value of the Class A common stock, adjusted for the probability of consummation of the Business Combination. As such, these are considered to be non-recurring Level 3 fair value measurements. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 9-month period leading up to a Business Combination. As of March 31, 2023, the Company had recorded accretion of $ 1,397,314 For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. At March 31, 2023, the amount of common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Possible Redemption Gross proceeds $ 57,500,000 Less: Proceeds allocated to public warrants (230,575 ) Proceeds allocated to public rights (2,290,800 ) Allocation of offering costs related to redeemable shares (3,208,090 ) Plus: Accretion of initial carrying value to redemption value 1,397,314 Remeasurement of subsequent measurement of common stock subject to redemption value 214,342 Common stock subject to possible redemption $ 53,382,191 Recently issued accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On February 3, 2023, the Company sold 5,750,000 10.00 750,000 57,500,000 11.50 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 286,875 10.00 2,868,750 10.00 216,837 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On June 10, 2022, the Company approved the acquisition by transfer of an aggregate of 1,725,000 25,000 0.014 225,000 20 1,725,000 225,000 287,500 1,437,500 187,500 The initial stockholders have agreed not to transfer, assign or sell any of the Class A common stock (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class A common stock, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s common stock equals or exceeds $ 12.00 As of March 31, 2023, 1,437,500 Promissory Note — Related Party On June 10, 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 As of March 31, 2023, the $ 216,837 2,868,750 10.00 Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Additionally, if we extend the time available to us to complete our initial business combination, our sponsor, its affiliates or designee will deposit $500,000, or $575,000 if the over-allotment is exercised in full ($0.10 per unit in either case), for each such three-month extension, into the trust. If the Company consummates a Business Combination, the Company will repay such working capital loans and extension loan amounts, provided that up to $1,500,000 of such working capital loans and up to $1,500,000 of such extension loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender As of March 31, 2023, the Company had no borrowings under the working capital loans. |
Commitments and Contingency
Commitments and Contingency | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingency | Note 6 — Commitments and Contingency Registration Rights The holders of the Founder Shares issued and outstanding, as well as the holders of the Placement Units and any units our sponsor, officers, directors, initial stockholders or their affiliates may be issued in payment of working capital loans or extension loans made to the Company (and all underlying securities), are entitled to registration rights pursuant to a registration rights agreement that was signed at the time of our Initial Public offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Placement Units and units issued to our sponsor, officers, directors, initial stockholders or their affiliates in payment of working capital loans and extension loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement At the IPO date, the Company granted EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters a 45-day option from the date of the offering to purchase up to 750,000 750,000 7,500,000 The underwriters received a cash underwriting discount of one and one-half percent (1.5%) of the gross proceeds of the Initial Public Offering, or $862,500. In addition, the underwriters are entitled to a deferred fee of three percent (3.0%) of the gross proceeds of the Initial Public Offering, or $1,725,000 upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement In addition, in conjunction with the Initial Public Offering, the Company issued to the underwriter 57,500 137,448 2.39 The holders of the Representative Shares agreed (a) that they will not transfer, assign or sell any such shares without the Company’s prior consent until the completion of the initial Business Combination, (ii) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the initial Business Combination and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within the Combination Period. Right of First Refusal For a period beginning on the closing of the IPO and ending 24 months from the closing of a business combination, we have granted EF Hutton a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), 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. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 — Stockholders’ Equity Class A Common Stock 50,000,000 0.0001 Holders of the Company’s Class A common stock are entitled to one vote for each share. 1,725,000 225,000 25,000 287,500 1,437,500 187,500 187,500 As of March 31, 2023, there were 1,781,875 57,500 5,750,000 1,437,500 Class B Common Stock 4,000,000 0.0001 Holders of the Company’s Class B common stock are entitled to one vote for each share. 1,725,000 25,000 1,725,000 no Preferred Stock 1,000,000 0.0001 no Warrants The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● at any time after the warrants become exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 ● if, and only if, there is a current registration statement in effect with respect to the Class A common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 9.20 115 18.00 180 The Placement Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the Public Warrants, except that the Placement Warrants will be entitled to registration rights, and the Placement Warrants (including the common shares issuable upon the exercise of the Placement Warrants) will not be transferable, assignable or saleable until after the completion of a Business Combination, except to permitted transferees Rights If the Company is unable to complete the initial Business Combination within the Combination Period, and the Company liquidates the funds held in the trust account, holders of Rights will not receive any of such funds for their rights, nor will they receive any distribution from our assets held outside of the trust account with respect to such rights, and the rights will expire worthless. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 49,446 20,000 no |
Cash Held in Trust Account | Cash Held in Trust Account As of March 31, 2023 and December 31, 2022 $ 58,920,593 0 |
Offering Costs Associated with the IPO | Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. As of February 3, 2023, offering costs totaled $ 3,346,850 862,500 1,725,000 759,350 137,448 3,200,091 146,759 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no no The provision for income taxes for March 31, 2023 is $ 75,973 |
Dividends | Dividends The Board may from time to time declare, and the Company may pay, dividends (payable in cash, property or shares of the Company’s capital stock) on the Company’s outstanding shares of capital stock, subject to applicable law and the Amended and Restated Certificate of Incorporation. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
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 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Public Warrants and Rights (see Note 3) and Placement Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Representative Shares were valued using the fair value of the Class A common stock, adjusted for the probability of consummation of the Business Combination. As such, these are considered to be non-recurring Level 3 fair value measurements. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 9-month period leading up to a Business Combination. As of March 31, 2023, the Company had recorded accretion of $ 1,397,314 For issued warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. At March 31, 2023, the amount of common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Possible Redemption Gross proceeds $ 57,500,000 Less: Proceeds allocated to public warrants (230,575 ) Proceeds allocated to public rights (2,290,800 ) Allocation of offering costs related to redeemable shares (3,208,090 ) Plus: Accretion of initial carrying value to redemption value 1,397,314 Remeasurement of subsequent measurement of common stock subject to redemption value 214,342 Common stock subject to possible redemption $ 53,382,191 |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt —Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Subject to Possible Redemption | At March 31, 2023, the amount of common stock subject to possible redemption reflected in the balance sheet are reconciled in the following table: Schedule of Common Stock Subject to Possible Redemption Gross proceeds $ 57,500,000 Less: Proceeds allocated to public warrants (230,575 ) Proceeds allocated to public rights (2,290,800 ) Allocation of offering costs related to redeemable shares (3,208,090 ) Plus: Accretion of initial carrying value to redemption value 1,397,314 Remeasurement of subsequent measurement of common stock subject to redemption value 214,342 Common stock subject to possible redemption $ 53,382,191 |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 3 Months Ended | |||||
Feb. 03, 2023 | Feb. 01, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 03, 2022 | Jan. 03, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ 2.39 | |||||
Proceeds from issuance of private placement | $ 2,651,910 | |||||
Transaction costs | 334,720 | |||||
Deferred underwriting fees | $ 216,185 | |||||
Estimated fair value of Representative Shares | 137,448 | |||||
Business combination intangible assets | 5,000,001 | |||||
Cash | 49,446 | $ 20,000 | ||||
Working capital. | 77,427 | |||||
Proceeds from issuance of ordinary shares to the Sponsor | 57,500,000 | |||||
Promissory Note With Related Party [Member] | Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Principal amount | 216,837 | |||||
Amount borrowed under Notes | 300,000 | |||||
Subcription conveted | $ 2,868,750 | |||||
Conversion price | $ 10 | |||||
Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Proceeds from issuance of ordinary shares to the Sponsor | $ 25,000 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ 10.175 | |||||
Transaction costs | $ 3,346,850 | |||||
Payments for underwriting expense | 862,500 | |||||
Deferred underwriting fees | 1,725,000 | |||||
Estimated fair value of Representative Shares | 137,448 | |||||
Other offering costs | 621,902 | |||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | |||||
Threshold percentage of outstanding voting securities of target to be acquired by post transaction company to complete business combination | 50% | |||||
Obligation to redeem Public Shares if entity does not complete a business combination | 100 | |||||
Business combination description | The Company will have until nine months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”) (subject to three three-month extensions of time, as set forth in the Company’s registration statement). If the Company anticipates that it may not be able to consummate its initial Business Combination within nine months, it may, by resolution of our board of directors, if requested by our Sponsor, extend the period of time to consummate a business combination by three additional periods of three months each (for a total of up to 18 months to complete a business combination), by depositing into the trust account, with respect to each such three month extension, $575,000 ($0.10 per unit) on or prior to the date of the applicable deadline, for each extension. | |||||
Deposits | $ 575,000 | |||||
IPO [Member] | Private Placement Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Investment of cash into Trust Account | $ 58,506,250 | |||||
IPO [Member] | Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Units issued during the period | 5,750,000 | |||||
Purchase price, per unit | $ 10 | |||||
Proceeds from issuance of private placement | $ 57,500,000 | |||||
Sale of stock number of shares issued | 5,750,000 | |||||
Sale of stock price per share | $ 10 | |||||
Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Units issued during the period | 750,000 | |||||
Over-Allotment Option [Member] | Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Units issued during the period | 750,000 | |||||
Sale of stock number of shares issued | 750,000 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase price, per unit | $ 10 | |||||
Proceeds from issuance of private placement | $ 2,868,750 | |||||
Sale of stock number of shares issued | 286,875 | |||||
Sale of stock price per share | $ 10 | $ 10 | ||||
Principal amount | $ 216,837 | |||||
Common stock, par value | $ 0.0001 | |||||
Share price | $ 11.50 | |||||
Underwriters [Member] | Sponsor [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Units issued during the period | 57,500 |
Schedule of Common Stock Subjec
Schedule of Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Feb. 03, 2023 | |
Accounting Policies [Abstract] | ||
Gross proceeds | $ 57,500,000 | |
Proceeds allocated to public warrants | (230,575) | |
Proceeds allocated to public rights | (2,290,800) | |
Allocation of offering costs related to redeemable shares | (3,208,090) | |
Accretion of initial carrying value to redemption value | 1,397,314 | |
Remeasurement of subsequent measurement of common stock subject to redemption value | 214,342 | |
Common stock subject to possible redemption | $ 53,382,191 | $ 146,759 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 03, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Cash | $ 49,446 | $ 20,000 | |
Cash equivalents | 0 | 0 | |
Cash held in trust | 58,920,593 | 0 | |
Payments of stock issuance costs | 334,720 | ||
Deferred underwriting fee | $ 216,185 | ||
Estimated fair value of Representative Shares | 137,448 | ||
Offering costs, temporary equity | $ 3,200,091 | ||
Temporary equity | 146,759 | 53,382,191 | |
Unrecognized tax benefits | 0 | ||
Accrued for interest and penalties | 0 | ||
Provision for income taxes | 75,973 | ||
Cash FDIC insured amount | 250,000 | ||
Temporary equity, accretion value | $ 1,397,314 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Payments of stock issuance costs | 3,346,850 | ||
Cash underwriting fees | 862,500 | ||
Deferred underwriting fee | 1,725,000 | ||
Other offering costs | 759,350 | ||
Estimated fair value of Representative Shares | $ 137,448 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | Feb. 03, 2023 | Mar. 31, 2023 | Feb. 03, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price per share | $ 9.20 | ||
Public Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Exercise price per share | $ 11.50 | ||
IPO [Member] | Sponsor [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction | 5,750,000 | ||
Sale of stock price per share | $ 10 | ||
Proceeds from initial public offering | $ 57,500,000 | ||
Over-Allotment Option [Member] | Sponsor [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction | 750,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 3 Months Ended | |||
Feb. 03, 2023 | Mar. 31, 2023 | Feb. 03, 2022 | Jan. 03, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of private placement | $ 2,651,910 | |||
Issued price per share | $ 2.39 | |||
Private Placement [Member] | Sponsor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 286,875 | |||
Sale of stock price per share | $ 10 | $ 10 | ||
Proceeds from issuance of private placement | $ 2,868,750 | |||
Issued price per share | $ 10 | |||
Principal amount | $ 216,837 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |||||
Dec. 30, 2022 | Aug. 31, 2022 | Jun. 10, 2022 | Mar. 31, 2023 | May 10, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Cash | $ 49,446 | $ 20,000 | ||||
Working capital loans description | Additionally, if we extend the time available to us to complete our initial business combination, our sponsor, its affiliates or designee will deposit $500,000, or $575,000 if the over-allotment is exercised in full ($0.10 per unit in either case), for each such three-month extension, into the trust. If the Company consummates a Business Combination, the Company will repay such working capital loans and extension loan amounts, provided that up to $1,500,000 of such working capital loans and up to $1,500,000 of such extension loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender | |||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of Class A ordinary shares | 1,725,000 | |||||
Sale of stock price per share | $ 12 | |||||
Share issued | 0 | 0 | ||||
Share outstanding | 0 | 0 | ||||
Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share issued | 1,781,875 | 1,437,500 | ||||
Share outstanding | 1,781,875 | 1,437,500 | ||||
Sponsor [Member] | Unsecured Debt [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Borrowings principal amount | $ 300,000 | |||||
Promissory note | $ 216,837 | |||||
Sponsor [Member] | Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of Class A ordinary shares | 1,725,000 | |||||
Shares subject to forfeiture | 225,000 | |||||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share issued | 1,437,500 | |||||
Share outstanding | 1,437,500 | |||||
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of Class A ordinary shares | 1,725,000 | |||||
Cash | $ 25,000 | |||||
Share price | $ 0.014 | |||||
Shares subject to forfeiture | 225,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||
Conversion of Class B ordinary shares | 1,725,000 | |||||
Conversion price per unit | $ 10 | |||||
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Conversion of notes to private placement | $ 2,868,750 | |||||
Founder Shares [Member] | Sponsor [Member] | Common Class A [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of Class A ordinary shares | 1,437,500 | |||||
Shares subject to forfeiture | 187,500 | |||||
Conversion of Class B ordinary shares | 287,500 |
Commitments and Contingency (De
Commitments and Contingency (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 03, 2023 | Feb. 01, 2023 | Mar. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||
Value of units issued | $ 57,500,000 | ||
Underwriters description | The underwriters received a cash underwriting discount of one and one-half percent (1.5%) of the gross proceeds of the Initial Public Offering, or $862,500. In addition, the underwriters are entitled to a deferred fee of three percent (3.0%) of the gross proceeds of the Initial Public Offering, or $1,725,000 upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement | ||
Excess of fair value | $ 137,448 | ||
Shares Issued, Price Per Share | $ 2.39 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Units issued during the period | 750,000 | ||
Value of units issued | $ 7,500,000 | ||
Over-Allotment Option [Member] | Sponsor [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Units issued during the period | 750,000 | ||
Underwriters [Member] | Sponsor [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Units issued during the period | 57,500 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | |||||
Feb. 01, 2023 | Dec. 30, 2022 | Aug. 31, 2022 | Jun. 10, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Value issued | $ 57,500,000 | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Issue price | $ 9.20 | |||||
Warrants adjusted market value percentage | 115% | |||||
Stock price trigger | $ 18 | |||||
Market value percentage | 180% | |||||
Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of public units, shares | 750,000 | |||||
Value issued | $ 7,500,000 | |||||
Founder Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued | 1,437,500 | |||||
Common stock, shares outstanding | 1,437,500 | |||||
Warrant [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issue price | $ 0.01 | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting rights | Holders of the Company’s Class A common stock are entitled to one vote for each share. | |||||
Common stock, shares issued | 1,781,875 | 1,437,500 | ||||
Common stock, shares outstanding | 1,781,875 | 1,437,500 | ||||
Common stock, representative shares | 57,500 | |||||
Common stock, possible redemption shares | 5,750,000 | 5,750,000 | ||||
Issue price | $ 18 | |||||
Common Class A [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of public units, shares | 5,750,000 | |||||
Value issued | $ 575 | |||||
Common Class A [Member] | Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of public units, shares | 1,725,000 | |||||
Shares forfeiture | 225,000 | |||||
Common Class A [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of public units, shares | 1,437,500 | |||||
Shares forfeiture | 187,500 | |||||
Shares cancellation | 287,500 | |||||
Common Class A [Member] | Sponsor [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares forfeiture | 187,500 | 187,500 | ||||
Common Class A [Member] | Sponsor [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Purchase price | $ 25,000 | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 4,000,000 | 4,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting rights | Holders of the Company’s Class B common stock are entitled to one vote for each share. | |||||
Sale of public units, shares | 1,725,000 | |||||
Common stock, shares issued | 0 | 0 | ||||
Common stock, shares outstanding | 0 | 0 | ||||
Value issued | $ 25,000 | |||||
Common Class B [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of public units, shares | 1,725,000 | |||||
Value issued | ||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of public units, shares | 1,725,000 | |||||
Shares forfeiture | 225,000 |