| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial
information, as set forth by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations
of the SEC. The unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto
for the period from June 14, 2022 (inception) through December 31, 2022 included in a registration statement on Form S-1, as amended,
declared effective by the SEC on August 14, 2023. In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected
herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.
Notes to the financial statements which would substantially duplicate disclosures contained herein have been omitted. Emerging Growth Company The Company is an “emerging growth company,” as defined
in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public
accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(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 the financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the
date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or
more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity
of three months or less when purchased to be cash equivalents. The Company had cash of $644,531 and $11,470 as of September 30, 2023
and December 31, 2022, respectively, and no cash equivalents as of September 30, 2023 or December 31, 2022. Marketable Securities Held in Trust Account As of September 30, 2023, substantially all of
the assets held in the Trust Account were held in cash and money market funds. Total account value as of September 30, 2023 and December
31, 2022 was $76,163,232 and $0, respectively. Offering Costs Associated with the Initial
Public Offering Offering costs consist of legal, accounting and other costs incurred
through the date of the Initial Public Offering that are directly related to the Initial Public Offering. Upon completion of the Initial
Public Offering, these offering costs, together with the underwriter discount of $850,500, associated with the common stock and the warrants
have been charged to stockholders’ equity since both the public and private warrants qualify for equity classification. 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.” Shares of common stock subject to mandatory redemption are classified as a liability instrument and are measured at
fair value. Shares of conditionally redeemable common stock (including common stock that features 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. At all other times, common stock is classified as a component of stockholder’s equity. The Company’s
Class A 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, on September 30, 2023, 7,500,000 shares of Class A common stock are presented
at redemption value as temporary equity, outside of the stockholder’s equity section of the Company’s balance sheet. The shares of Class B common stock are classified as a component
of stockholder’s equity since they are not subject to possible redemption outside of the Company’s control. 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. 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. 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 or 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 is subject to income tax
examinations by major taxing authorities since inception. The provision for income taxes was $82,214 for the three and nine
months ended September 30, 2023 and was deemed to be de minimis the three months ended September 30, 2022 and the period from June 14,
2022 (inception) through September 30, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations
of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage
of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant
risks on such account. Net Income (Loss) Per Common Share Net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares
of common stock subject to forfeiture. Accretion associated with the redeemable shares of Class A common stock is excluded from income
(loss) per share as the redemption value approximates fair value. Weighted average shares were reduced for the effect of an aggregate
of 375,000 shares of Class B common stock that are subject to forfeiture if the over-allotment option is not exercised
by the underwriters (see Notes 5 and 7). At September 30, 2023, the Company did not have any dilutive securities and other contracts
that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result,
diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. The following table reflects the calculation of
basic and diluted net income (loss) per common share:
Three Months Ended Nine Months Ended Period from June 14, 2022 (inception) through
September 30, September 30,
2023 2022 2023 2022
Class A common stock subject to possible redemption
Numerator:
Net income attributable to Class A common stock subject to possible redemption $ 122,002 $ — $ 65,899 $ —
Denominator: Weighted average Class A common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 3,260,870 — 1,098,901 —
Basic and diluted net income (loss) per share, redeemable common stock $ 0.04 $ — $ 0.06 $ —
Non-redeemable common stock
Numerator:
Net income (loss) $ 216,757 $ (387 ) $ 216,479 $ (3,392 )
Less: Net income (loss) attributable to Class A common stock subject to possible redemption $ 122,002 $ — $ 65,899 $ —
Net income (loss) attributable to non-redeemable common stock $ 94,755 $ (387 ) $ 150,580 $ (3,392 )
Denominator: Weighted average non-redeemable common stock
Basic and diluted weighted average shares outstanding, non-redeemable common stock 2,532,609 1,250,000 2,510,989 1,055,046
Basic and diluted net income (loss) per share, non-redeemable common stock $ 0.04 $ ( 0.00 ) $ 0.06 $ ( 0.00 ) 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such
instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives
and Hedging”. Derivative instruments are initially recorded at fair value on the issuance date and re-valued at each reporting date,
with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance
sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months
of the balance sheet date. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which
qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts
represented in the accompanying balance sheets, primarily due to their short-term nature. As of September 30, 2023 and December 31, 2022,
the Trust Account had a fair value of $76,163,232 and $0 Warrants The Company is required to account for its warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in FASB 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 warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified
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 or modified warrants that do not meet all of 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.
Based on its assessment, the Company accounts for its warrants as equity-classified. Recent Accounting Standards 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) Management does not believe that any other recently issued, but not
yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
