UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2023

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to _____________

 

Commission File Number: 001-41532

 

HUDSON ACQUISITION I CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   86- 2712843

(State of Other Jurisdiction of
Incorporation or Organization)

  

(I.R.S. Employer
Identification No.)

     
19 West 44th Street, Suite 1001, New York, NY   10036
(Address of Principal Executive Offices)   (ZIP Code)

 

(347) 205-3126

(Registrant’s Telephone Number, Including Area Code)

 

Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   HUDA   The Nasdaq Stock Market LLC
Rights   HUDAR   The Nasdaq Stock Market LLC
Units   HUDAU   The Nasdaq Stock Market LLC

 

As of September 27, 2023, there were 4,500,156 shares of common stock, par value $0.0001 per share of the registrant issued and outstanding.

 

 

 

 

 

 

HUDSON ACQUISITION I CORP.

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023

TABLE OF CONTENTS

  

    Page
     
PART I. FINANCIAL INFORMATION 1
     
ITEM 1. Financial Statements 1
     
  Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022 1
     
  Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (Unaudited) 2
     
  Condensed Statements of Changes in Stockholder’s Deficit for the Three Months Ended March 31, 2023 and 2022 (Unaudited) 3
     
  Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited) 4 
     
  Notes to Unaudited Condensed Financial Statements 5 
     
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
     
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 25
     
ITEM 4. Controls and Procedures 25
     
PART II. OTHER INFORMATION 26
     
ITEM 1. Legal Proceedings 26
     
ITEM 1A. Risk Factors 26
     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 26
     
ITEM 3. Defaults Upon Senior Securities 26
     
ITEM 4. Mine Safety Disclosures 26
     
ITEM 5. Other Information 26
     
ITEM 6. Exhibits 27
     
SIGNATURES 28

 

i

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

HUDSON ACQUISITION I CORP.

CONDENSED BALANCE SHEETS

 

   March 31,
2023		   December 31,
2022		 
   (Unaudited)   (Audited) 
ASSETS        
Current assets:        
Cash  $36,085   $138,917 
Prepaid expenses and other current assets   144,142    194,091 
Total current assets   180,227    333,008 
           
Marketable securities held in Trust Account   70,734,655    69,987,957 
Total assets  $70,914,882   $70,320,965 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable and accrued liabilities  $119,157   $60,019 
Franchise tax payable   133,623    83,623 
Income tax payable   312,000    118,000 
Related party payables   27,645    27,645 
Total current liabilities   592,425    289,287 
Deferred underwriting commissions and representative shares   2,723,060    2,723,060 
Total liabilities   3,315,485    3,012,347 
           
Commitments and Contingencies (Note 5)   
 
    
 
 
Common stock subject to possible redemption, 6,845,300 shares at redemption value  of $10.27 and $10.19 per share as of March 31, 2023 and December 31, 2022, respectively   70,289,033    69,786,334 
           
Stockholders’ deficit:          
Common stock, par value $0.0001, 200,000,000 shares authorized; 2,082,825 shares issued and outstanding as of March 31, 2023 and December 31, 2022   209    209 
Additional paid-in capital   
-
    
-
 
Accumulated deficit   (2,689,845)   (2,477,925)
Total stockholders’ deficit   (2,689,636)   (2,477,716)
Total liabilities, redeemable common stock and stockholders’ deficit  $70,914,882   $70,320,965 

 

The accompanying footnotes are an integral part of these unaudited condensed financial statements.

 

1

 

 

HUDSON ACQUISITION I CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   For the
Three Months
Ended,		   For the
Three Months
Ended,		 
   March 31,
2023		   March 31,
2022		 
         
Operating expenses:        
General and administrative  $211,919   $12,258 
Franchise tax expense   50,000    5,200 
Loss from operations   (261,919)   (17,458)
           
Other income:          
Interest earned on marketable securities held in Trust Account   746,698    
-
 
Other income, net   746,698    
-
 
           
Income (Loss) before income taxes   484,779    (17,458)
Provision for income taxes   (194,000)   
-
 
           
Net income (loss)  $290,779   $(17,458)
           
Basic and diluted net income (loss) per share, redeemable shares subject to redemption
  $0.05   $
-
 
Weighted-average common shares outstanding, basic and diluted, redeemable shares subject to redemption
   6,845,300    
-
 
           
Basic and diluted net income (loss) per share, non-redeemable shares
  $(0.02)  $(0.01)
Weighted-average common shares outstanding, basic and diluted, non-redeemable shares (1)
   2,082,825    1,711,325 

 

(1)The non-redeemable weighted average common shares outstanding were retroactively adjusted to account for 13,675 founder shares forfeited in connection with the partial exercise of the over-allotment.

 

The accompanying footnotes are an integral part of these unaudited condensed financial statements.

 

2

 

 

HUDSON ACQUISITION I CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

(UNAUDITED)
 

           Additional       Total 
   Common Stock   Paid-in   Accumulated   Stockholder’s 
   Shares   Amount   Capital   Deficit   Deficit 
                     
Balance, January 1, 2023   2,082,825   $209   $
-
   $(2,477,925)  $(2,477,716)
Accretion of common stock subject to possible redemption   -    
-
    
-
    (502,699)   (502,699)
Net loss   -    
-
    
-
    290,779    290,779 
Balance at March 31, 2023   2,082,825   $209   $
    -
   $(2,689,845)  $(2,689,636)

 

           Additional       Total 
   Common Stock   Paid-in   Accumulated   Stockholder’s 
   Shares   Amount   Capital   Deficit   Equity (Deficit) 
                     
Balance, January 1, 2022   1,725,000   $173   $24,827   $(20,758)  $4,242 
Net loss   -    
-
    
-
    (17,458)   (17,458)
Balance at March 31, 2022   1,725,000   $173   $24,827   $(38,216)  $(13,216)

 

The accompanying footnotes are an integral part of these unaudited condensed financial statements.

 

3

 

 

HUDSON ACQUISITION I CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   For the
Three Months
Ended,		   For the
Three Months
Ended,		 
   March 31,
2023		   March 31,
2022		 
         
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income (loss)  $290,779   $(17,458)
Adjustments to reconcile net income (loss) to net cash used in operating activities:          
Expenses paid on behalf of the Company by related parties   
-
    
-
 
Interest earned on marketable securities held in Trust Account   (746,698)   
-
 
Changes in operating assets and liabilities:          
Prepaid expenses and other current assets   49,949    
-
 
Accounts payable and accrued expenses   59,138    25,575 
Franchise tax payable   50,000    5,200 
Income tax payable   194,000    
-
 
Deferred offering costs   
-
    (43,075)
Related party payables   
-
    
 
 
Net cash used in operating activities  $(102,832)  $(29,758)
           
NET CHANGE IN CASH   (102,832)   (29,758)
Cash - Beginning of period   138,917    168,353 
Cash - End of period  $36,085   $138,595 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Non-cash investing and financing activities:          
Deferred offering costs in related party payables  $
-
   $43,075 
Accretion of common stock subject to possible redemption  $502,699   $
-
 

 

The accompanying footnotes are an integral part of these unaudited condensed financial statements.

 

4

 

 

HUDSON ACQUISITION I CORP.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2023

 

NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS

 

Hudson Acquisition I Corp. (“Hudson” or the “Company”) was incorporated in the State of Delaware on January 13, 2021. The Company’s business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (our “Initial Business Combination”). The Company has selected December 31 as its fiscal year end.

 

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Hudson Acquisition I Corp.

 

As of March 31, 2023, the Company had not commenced core operations. All activity for the period from January 13, 2021 (inception) through March 31, 2023 relates to the Company’s formation and raising funds through the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

 

The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on October 14, 2022. On October 18, 2022, the Company consummated its Initial Public Offering and sold 6,000,000 units (the “Units”) at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000 (before underwriting discounts and commissions and offering expenses). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”) and one right to receive one-fifth (1/5) of a share of the Common Stock upon the consummation of an Initial Business Combination (“Right”).

 

Simultaneously with the closing of the Initial Public Offering, the Company’s sponsor, Hudson SPAC Holding LLC (the “Sponsor”) should have purchased a total of 340,000 units (the “Initial Private Placement Units”) at a price of $10.00 per the Initial Private Placement Unit (the “Private Placement”). However, on October 18, 2022, simultaneously with the consummation of the Initial Public Offering, the Sponsor partially consummated the Private Placement by subscribing to 238,500 units (the “Purchased Private Placement Units”) instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s purchase of the Private Placement Units, and on December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription balance, which fully funded the Sponsor’s purchase of the Private Placement Units. No underwriting discounts or commissions were paid with respect to the Private Placement. The Purchased Private Placement Units are identical to the Units, except that (a) the Purchased Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company’s Initial Business Combination except to permitted transferees and (b) the shares and rights included as a component of the Purchased Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively. If we do not complete our Initial Business Combination before the mandatory liquidation date, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the rights included as part of the Private Placement Units will expire worthless.

 

On October 21, 2022, the Company closed the sale of 845,300 units (the “OA Units”) at $10.00 per unit as a result of the underwriters’ partial exercise of their over-allotment option (the “Overallotment Offering”) in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, LLC dated October 14, 2022. Each OA Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination (the “Right”). Such OA Units were registered pursuant to the Company’s registration statement. As a result of the Overallotment Offering, the Company received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 units (the “Overallotment Private Placement Units”) pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.

 

5

 

 

Following the closing of the Initial Public Offering and Overallotment, an amount of $69,479,795 was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. The funds held in the Trust Account were invested only in United States government Treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay for income or other tax obligations, the remaining proceeds will not be released from the Trust Account until the earlier of the completion of an Initial Business Combination or the Company’s liquidation. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company will complete the Initial Business Combination to the extent not used to pay redeeming stockholders. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

 

No compensation of any kind (including finder’s, consulting or other similar fees) will be paid to any of the Company’s existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after our Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to those persons after the Initial Business Combination. 

 

The Company intends to use the excess working capital available for miscellaneous expenses such as paying fees to consultants to assist with the search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed estimates, as well as for reimbursement of any out-of-pocket expenses incurred by insiders, officers and directors in connection with activities on the Company’s behalf as described below.

 

The allocation of the net proceeds available to the Company outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to pay for income and other tax liabilities, represents the best estimate of the intended uses of these funds. In the event that the assumptions prove to be inaccurate, the Company may reallocate some of such proceeds within the above-described categories. If the estimate of the costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to the Company from the Trust Account is insufficient as a result of the volatile interest rate environment, the Company may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor or third parties. The Sponsor has agreed to loan the Company up to an aggregate of $1,000,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a Promissory Note (see Note 4). As of March 31, 2023, the Company had no borrowings under the Promissory Note. These loans are non-interest bearing, unsecured and are due at the earlier of the closing of the Initial Business Combination or the Company’s mandatory liquidation. The loan may be prepaid at any time out of the Initial Public Offering proceeds not held in the Trust Account. Up to $1,000,000 of such loans may be convertible into additional private units, at a price of $10.00 per share at the option of the lender. If we are unable to obtain the necessary funds, we may be forced to cease searching for a target business and liquidate without completing our Initial Business Combination.

 

6

 

 

The Company will likely use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, in connection with the Initial Business Combination and to pay expenses relating thereto, including the deferred underwriting discounts payable to the underwriters. To the extent that the Company’s capital stock is used in whole or in part as consideration to effect the Initial Business Combination, the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions.

 

To the extent that the Company is unable to consummate an Initial Business Combination, the Company will pay the costs of liquidation from the remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses.

 

Furthermore, the Inflation Reduction Act of 2022 imposes a 1% excise tax on the repurchase of corporate stock (the “Excise Tax”) by a publicly traded U.S. corporation following December 31, 2022. For purposes of the Excise Tax, a repurchase will generally include redemptions, corporate buy-backs and other transactions in which the corporation acquires its stock from a shareholder in exchange for cash or property, subject to exceptions for de minimis transactions and certain reorganizations. As a result, subject to certain rules, the Excise Tax will apply to any redemption by a U.S.-domiciled special purpose acquisition company (“SPAC”) taking place after December 31, 2022, including redemptions (i) by shareholders in connection with the SPAC’s Initial Business Combination or a proxy vote to extend the lifespan of the SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC transaction within the required time set forth in its constituent documents, or (iii) in connection with the wind-up and liquidation of the SPAC. The financial responsibility for such Excise Tax resides with the Company and the Sponsor. This amount of 1% has not been included in these financial statements.

 

If no business combination is completed prior to the mandatory liquidation date, the proceeds then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of the public shares. The Sponsor, directors, director nominees and officers will enter into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the Initial Business Combination within such time period.

 

In connection with the shares purchased by the founders, the founders waive any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the Initial Public Offering will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an Initial Business Combination. 

 

Liquidity and Capital Resources

 

As of March 31, 2023, the Company had $36,085 in its operating bank account and working capital of $33,425. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued.

 

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until April 18, 2024, assuming the monthly extension requirements are satisfied, to consummate a Business Combination. The Company is able to extend the date by which an Initial Business Combination must be consummated beyond July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 each calendar month. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period.

 

7

 

 

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

 

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on September 27, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. 

 

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 of 2002, 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 shareholder 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 unaudited condensed 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 U.S. GAAP requires the Company’s 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 statement 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 statement, 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 did not have any cash equivalents as of March 31, 2023 and December 31, 2022.

 

8

 

 

Marketable Securities Held in Trust Account

 

The Company classifies its Marketable Securities as held-to-maturity in accordance with Accounting Standards Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

 

Offering Costs

 

Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering.

 

Common Stock Subject to Possible Redemption

 

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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’ deficit section of the Company’s balance sheets.

 

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. 

 

As of March 31, 2023 and December 31, 2022, the common stock subject to possible redemption reflected on the condensed balance sheet is reflected in the following table:

 

Gross proceeds  $68,453,000 
Less:     
Fair value of Public Rights at issuance   (3,268,631)
Common stock issuance costs   (4,635,796)
Fair value of Public Shares   60,548,573 
Add:     
Accretion of carrying value to redemption value   8,931,222 
Common stock subject to redemption upon Initial Public Offering and Overallotment Offering  $69,479,795 
Add:     
Subsequent accretion of carrying value to redemption value   306,539 
Common stock subject to possible redemption, December 31, 2022  $69,786,334 
Add:     
Accretion of carrying value to redemption value   502,699 
Common stock subject to possible redemption, March 31, 2023  $70,289,033 

 

9

 

  

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

 

Net Income (Loss) per Share of Common Stock

 

The Company has two outstanding classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of stock. The 6,845,300 redeemable shares of common stock for which the outstanding Public Rights are exercisable were excluded from diluted earnings (losses) per share for the three months ended March 31, 2023 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of shares. 

 

For the Three Months Ended March 31, 2023

 

Net income  $290,779 
Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense   (502,699)
Net loss including accretion of temporary equity to redemption value  $(211,920)

 

   Common Shares
Subject to Redemption		   Non-redeemable
Common Shares		 
Basic and diluted net income (loss) per share:        
Numerator:        
Allocation of net loss including accretion of temporary equity  $(162,482)  $(49,438)
Accretion of temporary equity to redemption value   502,699    
—
 
Allocation of net income (loss)  $340,217   $(49,438)
           
Denominator:          
Weighted-average shares outstanding   6,845,300    2,082,825 
Basic and diluted net loss per share
  $0.05   $(0.02)

 

10

 

 

For the Three Months Ended March 31, 2022

 

   Redeemable   Non-redeemable 
Basic and diluted net income (loss) per share of common stock        
Numerator:        
Allocation of net income (loss)  $
        -
   $(17,458)
Denominator:          
Basic and diluted weighted average shares outstanding
   
-
    1,711,325 
           
Basic and diluted net income (loss) per share of common stock
  $
-
   $(0.01)

 

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. As of March 31, 2023, the Company has 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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 

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. U.S. 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.

 

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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 following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

       Fair value measurements
at reporting date using:		 
Description  Fair Value   Quoted
prices in
active
markets
for identical
liabilities
(Level 1)		   Significant
other
observable
inputs
(Level 2)		   Significant
unobservable
inputs
(Level 3)		 
Assets:                
Marketable securities held in Trust Account as of March 31, 2023  $70,734,655   $70,734,655   $
            -
   $
            -
 

 

Recent Accounting Pronouncements

 

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 statement.

 

12

 

 

Risks and Uncertainties

 

Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position and outlook for an Initial Business Combination, the specific impacts are 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 these uncertainties.

 

The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position after any such Initial Business Combination in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control.

 

NOTE 3 — INITIAL PUBLIC OFFERING

 

Pursuant to the Initial Public Offering, on October 18, 2022, the Company sold 6,000,000 Units at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000 (before underwriting discounts and commissions and offering expenses). Each Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one Right to receive one-fifth (1/5) of a share of the Common Stock upon the consummation of an Initial Business Combination.

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor should have purchased a total of 340,000 Initial Private Placement Units at a price of $10.00 per the Private Placement. However, on October 18, 2022, simultaneously with the consummation of the Initial Public Offering, the Sponsor partially consummated the Private Placement by subscribing to 238,500 Private Placement Units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s purchase of the Private Placement Units and on December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription balance, which fully funded the Sponsor’s purchase of the Private Placement Units. No underwriting discounts or commissions were paid with respect to the Private Placement. The Purchased Private Placement Units are identical to the Units, except that (a) the Purchased Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company’s Initial Business Combination except to permitted transferees and (b) the shares and rights included as a component of the Purchased Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively. If the Company does not complete the Initial Business Combination before the mandatory liquidation date, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the rights included as part of the Private Placement Units will expire worthless.

 

13

 

 

On October 21, 2022, the Company closed the sale of 845,300 OA Units at $10.00 per unit as a result of the underwriters’ partial exercise of their over-allotment option in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, LLC dated October 14, 2022. Each OA Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination. Such OA Units were registered pursuant to the Company’s registration statement. As a result of the Overallotment Offering, the Company received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 Private Placement Units pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.

 

Following the closing of the Initial Public Offering and Overallotment, an amount of $69,479,795 was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. The funds held in the Trust Account were invested only in United States government Treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay for income or other tax obligations, the remaining proceeds will not be released from the Trust Account until the earlier of the completion of an Initial Business Combination or the Company’s liquidation. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company will complete the Initial Business Combination to the extent not used to pay redeeming stockholders. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

 

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NOTE 4 — RELATED PARTY TRANSACTIONS

 

Private Placement Units

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor should have purchased a total of 340,000 units (the “Initial Private Placement Units”) at a price of $10.00 per the Initial Private Placement Unit (the “Private Placement”). However, on October 18, 2022, simultaneously with the consummation of the Initial Public Offering, the Sponsor partially consummated the Private Placement by subscribing to 238,500 units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s purchase of the Private Placement Units, reducing the balance to $500,000. Additionally, on December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription balance, which fully funded the Sponsor’s purchase of the Private Placement Units. No underwriting discounts or commissions were paid with respect to the Private Placement. The Purchased Private Placement Units are identical to the Units, except that (a) the Purchased Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company’s Initial Business Combination except to permitted transferees and (b) the shares and rights included as a component of the Purchased Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively. If the Company does not complete the Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the rights included as part of the Private Placement Units will expire worthless.

 

Related Party Payables

 

The Company’s founders have paid expenses on behalf of the Company totaling $122,645 through March 31, 2023. A total of $27,645 remains payable as of March 31, 2023 and December 31, 2022. The payables bear no interest and have no specified repayment terms.

 

Promissory Note — Related Party

 

On April 5, 2021, as further amended on April 28, 2021 and September 8, 2022, the Company entered into a promissory note with the Sponsor for principal amount up to $1,000,000. The promissory note is non-interest bearing and matures on the earlier of: (i) the date of the consummation of the Company’s Initial Business Combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time. A maximum of $1,000,000 of such loans may be converted into Units, at the price of $10.00 per Unit at the option of the lender.

 

On May 6, 2021, the Company made a drawdown of $300,000 on the promissory note. On April 15 and August 19, 2022, the Company made additional drawdowns of $100,000 and $100,000 on the promissory note, respectively.

 

On December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the payments for Private Placement Units.

 

As of March 31, 2023 and December 31, 2022, there was no outstanding balance on the promissory note.

 

Administrative Support Agreement

 

Commencing on October 14, 2022, the Company has agreed to pay the Sponsor or its affiliate a total of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of our Initial Business Combination or our liquidation, we will cease paying these monthly fees. For the three months ended March 31, 2023, the Company incurred $60,000 on administrative support fees.

 

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NOTE 5 — COMMITMENTS AND CONTINGENCIES

 

Registration Rights

 

The holders of the (i) the Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, and (ii) Private Placement Units, which were sold simultaneously with the closing of the Initial Public Offering, are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three 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. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination.

 

Underwriting Agreement

 

The underwriters received a cash underwriting discount of $0.20 per Unit, or $1,369,060 and were paid offering expenses of $100,000 upon closing of the Initial Public Offering including the overallotment. As of March 31, 2023 and December 31, 2022, the Company had recorded deferred underwriting commissions of $2,723,060 payable only upon completion of the Initial Business Combination, which consisted of commissions and representative shares issuable in connection with the Initial Public Offering. The Company agreed to issue to the underwriter at the closing of the Initial Public Offering up to 136,906 representative shares (“Representative Shares”), due to the partial exercise of the over-allotment, which will be issued upon the completion of the Initial Business Combination. The representative shares had an initial fair value of $327,205.

 

Excise Tax

 

The Inflation Reduction Act of 2022 imposes a 1% Excise Tax on the repurchase of corporate stock by a publicly traded U.S. corporation following December 31, 2022. For purposes of the Excise Tax, a repurchase will generally include redemptions, corporate buybacks and other transactions in which the corporation acquires its stock from a shareholder in exchange for cash or property, subject to exceptions for de minimis transactions and certain reorganizations.

 

As a result, subject to certain rules, the Excise Tax will apply to any redemption by a U.S.-domiciled SPAC taking place after December 31, 2022, including redemptions (i) by shareholders in connection with the SPAC’s Initial Business Combination or a proxy vote to extend the lifespan of the SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC transaction within the required time set forth in its constituent documents, or (iii) in connection with the wind-up and liquidation of the SPAC. The financial responsibility for such Excise Tax resides with the Company and the Sponsor. This amount of 1% has not been included in these financial statements.

 

16

 

 

Unit Purchase Option

 

At the closing of the Initial Public Offering, the Company sold to the underwriter, for an aggregate of $100, an option (the “UPO”) to purchase 57,500 Units, including over-allotment. The over-allotment option was not exercised in full on October 21, 2022, therefore, the UPO was reduced pro-rata to 57,044 Units. The UPO will be exercisable at any time, in whole or in part, between the close of the business combination and fifth anniversary of the date of the Initial Public Offering at a price per Unit equal to $11.50 (or 115% of the public unit offering price). The Company accounts for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ (deficit) equity. The Unit Purchase Option and such units purchased pursuant to the Unit Purchase Option, as well as the common stock underlying such units, the rights included in such units, the shares of common stock that are issuable for the rights included in such units, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The Unit Purchase Option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the Unit Purchase Option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the Unit Purchase Option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.

 

NOTE 6 — COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

 

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 sheets. 

 

NOTE 7 — STOCKHOLDERS’ DEFICIT

 

Authorized Shares

 

The total number of shares of capital stock, par value of $0.0001 per share, which the Company is authorized to issue is 200,000,000 shares of common stock. Except as otherwise required by law, the holders of the Common Stock shall exclusively possess all voting power with respect to the Company.

 

Founder’s Shares

 

At inception, January 13, 2021, the Company issued 2,875,000 Founder Shares of common stock for total receivable of approximately of $25,000. These Founder Shares included up to 375,000 shares of which were subject to forfeiture by the stockholder if the underwriters did not fully exercise their over-allotment option.

 

On May 11, 2021, the Company received the payment of $25,000 related to the stock subscriptions receivable from the Sponsor.

 

On January 24, 2022, pursuant to the share surrender agreement, the aggregate number of Founder Shares were reduced to 1,725,000.

 

17

 

 

All share and per-share amounts have been retroactively restated to reflect the share surrender. In connection with the partial exercise of the over-allotment option, 13,675 Founder Shares were forfeited. The remaining Founder Shares represent 20% of the outstanding shares after the Initial Public Offering.

 

Initial Public Offering

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor should have purchased a total of 340,000 Initial Private Placement Units at a price of $10.00 per Unit. However, on October 18, 2022, simultaneously with the consummation of the Initial Public Offering, the Sponsor partially consummated the Private Placement by subscribing to 238,500 Units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s purchase of the Private Placement Units, reducing the balance to $500,000. Additionally, on December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription balance, which fully funded the Sponsor’s purchase of the Private Placement Units.

 

On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 units (the “Overallotment Private Placement Units”) pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.

 

Rights

 

Except in cases where the Company is not the surviving company in the Initial Business Combination, each holder of a public right will automatically receive one-fifth (1/5) of a share of common stock upon consummation of the Initial Business Combination. In the event the Company is not be the surviving company upon completion of the Initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fifth (1/5) of a share underlying each right upon consummation of the Initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, holders of Rights must hold such Rights in multiples of 5 in order to receive shares for all of the holder’s rights upon closing of an Initial Business Combination. If the Company is unable to complete an Initial Business Combination within the required time period and the public shares are redeemed for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

 

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NOTE 8 — FAIR VALUE MEASUREMENTS

 

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 assessment of the assumptions that market participants would use in pricing the asset or liability.

 

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: 

 

   March 31,
2023
   Level  Amount 
Assets:       
U.S. Treasury Securities  1  $70,734,655 

 

   December 31,
2022
   Level  Amount 
Assets:       
U.S. Treasury Securities  1  $69,987,957 

  

The following table presents information about the Company’s representative shares and Unit Purchase Option that are measured at fair value on a non-recurring basis as of October 18, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

   October 18,
2022		   Level
Instrument:        
Representative shares  $327,205   3
Unit Purchase Option  $25,099   3

 

The fair value of the Representative Shares was estimated at October 18, 2022 to be $2.39 based on the fair value per common share as of October 18, 2022 multiplied by the probability of the Initial Business Combination. The fair value of the UPO was estimated at October 18, 2022 to be $0.44 using a Black-Scholes Option Model. The following inputs were used to calculate the fair value:

 

   October 18,
2022		 
Risk-free interest rate   4.43%
Expected term (years)   2.25 
Dividend yield   0.00 
Volatility   10.00%
Exercise price  $11.50 
Stock Price  $10.03 

 

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various Levels during the three months ended March 31, 2023.

 

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NOTE 9 — SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date the financial statements are available to be issued. Other than below, there are no subsequent events identified that would require disclosure in the financial statements.

 

On April 19, 2023, Nasdaq notified the Company that it did not comply with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Rule”) because it had not filed its Form 10-K for the year ended December 31, 2022. Subsequently, on May 23, 2023, Nasdaq notified the Company that it was delinquent in filing its Form 10-Q for the period ended March 31, 2023. The Company responded to Nasdaq on June 20, 2023, and has determined to grant an exception to enable the Company to regain compliance with the Rule. According to the Company’s plan of compliance, management stated its delays in filing the delinquent reports were a result of its former auditor, Marcum LLP, and not a result of any scope limitation, audit, or technical accounting issues. As a result, the Company appointed a new auditor, UHY LLP, to review the filings.

 

The terms of the exception are as follows: on or before September 27, 2023, the Company must file its Form 10-K for the period ended December 31, 2022, and its Form 10-Q for the period ended March 31, 2023, as required by the Rules. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.

 

On July 17, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option to extend the date by which the Company must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 for each calendar month and (ii) eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 of less than $5,000,001.

 

On July 17, 2023, the Company held the Special Meeting. On June 28, 2023, the record date for the Special Meeting, there were 8,556,625 shares of common stock outstanding and entitled to be voted at the Special Meeting, approximately 84% of which were represented in person or by proxy at the Special Meeting. The stockholders approved the proposal to amend the Company’s Certificate of Incorporation to give the Company the option to extend the date by which the Company must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 for each calendar month. In connection with the votes to approve the proposals above, the holders of 4,427,969 shares of common stock of the Company properly exercised their right to redeem their shares for cash, leaving approximately $25 million in the Trust Account.

 

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In connection with the approval of the Extension Amendment Proposal, on July 18, 2023, the Sponsor entered into a non-interest bearing, unsecured promissory note issued by the Company in favor of the Sponsor (the “Extension Note”), providing for loans up to the aggregate principal amount of $720,000. On July 18, 2023, pursuant to the Second Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment, the Sponsor deposited $80,000 into the Trust Account for a one-month extension. On September 29, 2023, the Company plans on depositing $160,000 into the Trust Account to extend the date by which the Company must effect an Initial Business Combination by one month to October 18, 2023. The Sponsor will deposit into the Trust Account $80,000 each month the Company determines to extend the date by which it must consummate an Initial Business Combination. If the Company elects to extend such date until April 18, 2024, an aggregate deposit of $720,000 of the proceeds of the Extension Note will be made into the Trust Account. The Extension Note bears no interest and all unpaid principal under the Extension Note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company’s Initial Business Combination and (ii) the date of the liquidation of the Company. On July 21, 2023, the Company made a draw of $240,000 for extension payment purposes.

 

On July 20, 2023, the Company and the Sponsor amended and restated the promissory note, dated as of April 5, 2021, providing for loans up to $1,000,000 in the aggregate. The promissory note bears no interest and all unpaid principal under the promissory note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company’s Initial Business Combination and (ii) the date of the liquidation of the Company. At the election of the Sponsor, up to $1.0 million of the loans under the promissory note may be settled in private units, with each private unit comprised of one share of common stock of the Company and one right to one-fifth of a share of the Company’s common stock. On July 21, 2023, the Company made a draw of $60,000 for working capital purposes.

 

On July 21, 2023, the Company withdrew $297,615 of interest earned on Trust Account to pay for its tax obligations.

 

Through the date of this report, the Company recorded approximately $74,000 in related party payables for payments made by the Sponsor related to the Company’s annual Nasdaq fee and for professional services.

 

On August 21, 2023, the Company received an additional notification letter from the Nasdaq Staff, indicating that the Company was not in compliance with Listing Rules due to the delayed filing of its Form 10-Q for the period ended June 30, 2023 with the SEC. The notification had no immediate effect on the Company’s continued listing on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements. On September 6, 2023, the Company responded to Nasdaq informing the Staff the June 30, 2023 Form 10-Q will be submitted as soon as practicable.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Special Note Regarding Forward-Looking Statements

 

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Hudson Acquisition I Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Hudson SPAC Holding, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Overview

 

We are a blank check company formed under the laws of the State of Delaware on January 13, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our Initial Business Combination using cash from the proceeds of the initial public offering, our capital stock, debt or a combination of cash, stock and debt.

 

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an Initial Business Combination will be successful.

 

Results of Operations

 

We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through March 31, 2023 were organizational activities and those necessary to prepare for our initial public offering and identifying a target for an Initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 

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For the three months ended March 31, 2023, we had net income of $290,779, which consisted of interest earned on marketable securities held in the trust account of $746,698 offset by general and administrative expenses of $211,919, franchise tax expense of $50,000, and provision for income taxes of $194,000.

 

For the three months ended March 31, 2022, we had a net loss of $17,458, which consisted of general and administrative expenses of $12,258 and franchise tax expense of $5,200.

 

Factors That May Adversely Affect Our Results of Operations

 

Our results of operations and our ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination.

 

Liquidity and Capital Resources

 

On October 18, 2022, we consummated our Initial Public Offering of 6,000,000 Units, at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000. On October 18, 2022, simultaneously with the consummation of the Initial Public Offering, our Sponsor partially consummated the Private Placement by subscribing to 238,500 units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded.

 

On October 21, 2022, we closed the sale of 845,300 Over-allotment Units at $10.00 per unit as a result of the underwriters’ partial exercise of their Over-allotment Option in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between us and Chardan Capital Markets, LLC dated October 14, 2022. Each Over-allotment Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one Right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination. Such Over-allotment Units were registered pursuant to our registration statement. As a result of the Overallotment Offering, we received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, we completed the Overallotment Private Placement of additional 31,500 units pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between us and our Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.

 

For the three months ended March 31, 2023, net cash used in operating activities was $102,832. Net income of $290,779 was offset by a non-cash charge for interest earned on marketable securities held in the trust account of $746,698. Changes in operating assets and liabilities provided $353,087 of cash from operating activities.

 

For the three months ended March 31, 2022, net cash used in operating activities was $29,758. Net loss of $17,458 was further impacted by changes in operating assets and liabilities of $12,300.

 

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As of March 31, 2023, we had cash held in the trust account of $70,734,655. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account to complete our Initial Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Initial Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 

As of March 31, 2023, we had $36,085 of cash held outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an Initial Business Combination.

 

In order to fund working capital deficiencies or finance transaction costs in connection with an Initial Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an Initial Business Combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that an Initial Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.

 

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Initial Business Combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our Initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

 

Going Concern

 

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until April 18, 2024, assuming the monthly extension requirements are satisfied, to consummate a Business Combination. We are able to extend the date by which we must consummate an Initial Business Combination beyond July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 each calendar month. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution. We have determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. We intend to complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the end of the Combination Period.

 

Off-Balance Sheet Arrangements

 

We did not have any off-balance sheet arrangements as of March 31, 2023.

 

Contractual Obligations

 

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the sponsor a monthly fee of $20,000 for office space, utilities and secretarial and administrative support provided to the Company. We began incurring these fees on October 14, 2022 and will continue to incur these fees monthly until the earlier of the consummation of an Initial Business Combination or our liquidation.

 

As of March 31, 2023, we had recorded deferred underwriting commissions of $2,723,060 payable only upon completion of our Initial Business Combination, which consisted of deferred underwriting commissions and representative shares (see Note 5).

 

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Critical Accounting Estimates

 

The preparation of the condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required for smaller reporting companies.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures means controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving their desired control objectives.

 

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision of our Chief Executive Officer and our Chief Financial Officer and concluded that our disclosure controls and procedures were not effective as of March 31, 2023 because the material weaknesses in our internal control over financial reporting as of December 31, 2022 and as described below, continue to exist as of March 31, 2023.  

 

In connection with management’s report on internal controls over financial reporting included in our Annual Report on Form 10-K for the year ended December 31, 2022, management concluded that, as of December 31, 2022, our internal control over financial reporting was not effective as of December 31, 2022. We identified material weaknesses in our internal control over financial reporting, and those material weaknesses were not fully remediated as of March 31, 2023. The following material weaknesses continue to exist in our internal control over financial reporting:

 

1.delinquent filings with the SEC including Form 10-K for the year ended December 31, 2022, Form 10-Q for the period ended March 31, 2023, and Form 10-Q for the period ended June 30, 2023

 

2.complex accounting, specifically the accounting for representative shares and the Unit Purchase Option; and

 

3.the timely forfeiture of founder shares upon the over-allotment in connection with the Initial Public Offering.

 

A material weakness, as defined in the SEC regulations, is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles.

 

Management plans to remediate the material weakness by enhancing our processes to identify and appropriately apply applicable accounting requirements and increased communication among our personnel and third-party professionals with whom we consult regarding accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

 

Changes in Internal Control over Financial Reporting

 

Other than the remediation efforts described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our prospectus dated October 14, 2022, filed with the Securities and Exchange Commission (the “SEC”) on October 17, 2022. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

On October 18, 2022, we consummated our Initial Public Offering of 6,000,000 Units, at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000. On October 18, 2022, simultaneously with the consummation of the Initial Public Offering, our Sponsor partially consummated the Private Placement by subscribing to 238,500 units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded.

 

On October 21, 2022, we closed the sale of 845,300 Over-allotment Units at $10.00 per unit as a result of the underwriters’ partial exercise of their Over-allotment Option in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between us and Chardan Capital Markets, LLC dated October 14, 2022. Each Over-allotment Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one Right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination. Such Over-allotment Units were registered pursuant to our registration statement. As a result of the Overallotment Offering, we received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, we completed the Overallotment Private Placement of additional 31,500 units pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between us and our Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.

 

For a description of the use of the proceeds generated in our Public Offering, see Part I, Item 2 of this Form 10-Q.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

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Item 6. Exhibits

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

No.   Description of Exhibit
31.1*   Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*   Inline XBRL Instance Document
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

* Filed herewith.

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  HUDSON ACQUISITION I CORP.
     
Date: September 27, 2023 By: /s/ Jiang Hui
  Name:   Jiang Hui
  Title: Chief Executive Officer
(Principal Executive Officer)

 

 

28

 

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Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jiang Hui, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Hudson Acquisition I Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: September 27, 2023 By: /s/ Jiang Hui
    Jiang Hui
    Chief Executive Officer
    (Principal Executive Officer)

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Hon Man Yun, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Hudson Acquisition I Corp.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  e) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

 

  f) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

 

  g) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  h) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  c) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  d) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: September 27, 2023 By: /s/ Hon Man Yun
    Hon Man Yun
    Chief Financial Officer, and Secretary
(Principal Financial and Accounting Officer)

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

 

In connection with the Quarterly Report of Hudson Acquisition I Corp. (the “Company”) on Form 10-Q for the three months ended March 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Jiang Hui, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

Date: September 27, 2023 By: /s/ Jiang Hui
    Jiang Hui
    Chief Executive Officer
(Principal Executive Officer)

  

 

Exhibit 32.2

 

  CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

 

In connection with the Quarterly Report of Hudson Acquisition I Corp. (the “Company”) on Form 10-Q for the three months ended March 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Hon Man Yun, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

 

Date: September 27, 2023 By: /s/ Hon Man Yun
    Hon Man Yun
    Chief Financial Officer, and Secretary
(Principal Financial and Accounting Officer)

 

 

v3.23.3
Document And Entity Information - shares
 3 Months Ended
Mar. 31, 2023
Sep. 27, 2023
Document Information Line Items    
Entity Registrant Name HUDSON ACQUISITION I CORP.  
Document Type 10-Q  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   4,500,156
Amendment Flag false  
Entity Central Index Key 0001853047  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Mar. 31, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q1  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Shell Company true  
Entity Ex Transition Period false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 001-41532  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 86-2712843  
Entity Address, Address Line One 19 West 44th Street  
Entity Address, Address Line Two Suite 1001  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10036  
City Area Code (347)  
Local Phone Number 205-3126  
Entity Interactive Data Current Yes  
Common Stock    
Document Information Line Items    
Trading Symbol HUDA  
Title of 12(b) Security Common Stock  
Security Exchange Name NASDAQ  
Rights    
Document Information Line Items    
Trading Symbol HUDAR  
Title of 12(b) Security Rights  
Security Exchange Name NASDAQ  
Units    
Document Information Line Items    
Trading Symbol HUDAU  
Title of 12(b) Security Units  
Security Exchange Name NASDAQ  
v3.23.3
Condensed Balance Sheets - USD ($)
Mar. 31, 2023
Dec. 31, 2022
ASSETS    
Cash $ 36,085 $ 138,917
Prepaid expenses and other current assets 144,142 194,091
Total current assets 180,227 333,008
Marketable securities held in Trust Account 70,734,655 69,987,957
Total assets 70,914,882 70,320,965
LIABILITIES AND STOCKHOLDERS’ DEFICIT    
Accounts payable and accrued liabilities 119,157 60,019
Franchise tax payable 133,623 83,623
Income tax payable 312,000 118,000
Related party payables 27,645 27,645
Total current liabilities 592,425 289,287
Deferred underwriting commissions and representative shares 2,723,060 2,723,060
Total liabilities 3,315,485 3,012,347
Commitments and Contingencies (Note 5)
Common stock subject to possible redemption, 6,845,300 shares at redemption value of $10.27 and $10.19 per share as of March 31, 2023 and December 31, 2022, respectively 70,289,033 69,786,334
Common stock, par value $0.0001, 200,000,000 shares authorized; 2,082,825 shares issued and outstanding as of March 31, 2023 and December 31, 2022 209 209
Additional paid-in capital
Accumulated deficit (2,689,845) (2,477,925)
Total stockholders’ deficit (2,689,636) (2,477,716)
Total liabilities, redeemable common stock and stockholders’ deficit $ 70,914,882 $ 70,320,965
v3.23.3
Condensed Balance Sheets (Parentheticals) - $ / shares
Mar. 31, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Common stock subject to possible redemption, shares 6,845,300 6,845,300
Common stock subject to possible redemption, redemption value per share (in Dollars per share) $ 10.27 $ 10.19
Common stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 2,082,825 2,082,825
Common stock, shares outstanding 2,082,825 2,082,825
v3.23.3
Condensed Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
General and administrative $ 211,919 $ 12,258
Franchise tax expense 50,000 5,200
Loss from operations (261,919) (17,458)
Interest earned on marketable securities held in Trust Account 746,698
Other income, net 746,698
Income (Loss) before income taxes 484,779 (17,458)
Provision for income taxes (194,000)
Net income (loss) $ 290,779 $ (17,458)
Redeemable    
Basic net income (loss) per share (in Dollars per share) $ 0.05
Weighted-average common shares outstanding, Basic (in Shares) 6,845,300
Non-Redeemable    
Basic net income (loss) per share (in Dollars per share) $ (0.02) $ (0.01)
Weighted-average common shares outstanding, Basic (in Shares) [1] 2,082,825 1,711,325
[1] The non-redeemable weighted average common shares outstanding were retroactively adjusted to account for 13,675 founder shares forfeited in connection with the partial exercise of the over-allotment.
v3.23.3
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Redeemable    
Diluted net income (loss) per share $ 0.05
Weighted-average common shares outstanding, Diluted 6,845,300
Non-Redeemable    
Diluted net income (loss) per share $ (0.02) $ (0.01)
Weighted-average common shares outstanding, Diluted 2,082,825 1,711,325
v3.23.3
Condensed Statements of Changes in Stockholders Equity (Deficit) (Unaudited) - USD ($)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2021 $ 173 $ 24,827 $ (20,758) $ 4,242
Balance (in Shares) at Dec. 31, 2021 1,725,000      
Net loss (17,458) (17,458)
Balance at Mar. 31, 2022 $ 173 24,827 (38,216) (13,216)
Balance (in Shares) at Mar. 31, 2022 1,725,000      
Balance at Dec. 31, 2022 $ 209 (2,477,925) (2,477,716)
Balance (in Shares) at Dec. 31, 2022 2,082,825      
Accretion of common stock subject to possible redemption (502,699) (502,699)
Net loss 290,779 290,779
Balance at Mar. 31, 2023 $ 209 $ (2,689,845) $ (2,689,636)
Balance (in Shares) at Mar. 31, 2023 2,082,825      
v3.23.3
Condensed Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss) $ 290,779 $ (17,458)
Expenses paid on behalf of the Company by related parties
Interest earned on marketable securities held in Trust Account (746,698)
Changes in operating assets and liabilities:    
Prepaid expenses and other current assets 49,949
Accounts payable and accrued expenses 59,138 25,575
Franchise tax payable 50,000 5,200
Income tax payable 194,000
Deferred offering costs (43,075)
Related party payables
Net cash used in operating activities (102,832) (29,758)
NET CHANGE IN CASH (102,832) (29,758)
Cash - Beginning of period 138,917 168,353
Cash - End of period 36,085 138,595
Non-cash investing and financing activities:    
Deferred offering costs in related party payables 43,075
Accretion of common stock subject to possible redemption $ 502,699
v3.23.3
Nature of the Organization and Business
 3 Months Ended
Mar. 31, 2023
Nature of the Organization and Business [Abstract]  
NATURE OF THE ORGANIZATION AND BUSINESS

NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS

 

Hudson Acquisition I Corp. (“Hudson” or the “Company”) was incorporated in the State of Delaware on January 13, 2021. The Company’s business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (our “Initial Business Combination”). The Company has selected December 31 as its fiscal year end.

 

Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Hudson Acquisition I Corp.

 

As of March 31, 2023, the Company had not commenced core operations. All activity for the period from January 13, 2021 (inception) through March 31, 2023 relates to the Company’s formation and raising funds through the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

 

The registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on October 14, 2022. On October 18, 2022, the Company consummated its Initial Public Offering and sold 6,000,000 units (the “Units”) at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000 (before underwriting discounts and commissions and offering expenses). Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”) and one right to receive one-fifth (1/5) of a share of the Common Stock upon the consummation of an Initial Business Combination (“Right”).

 

Simultaneously with the closing of the Initial Public Offering, the Company’s sponsor, Hudson SPAC Holding LLC (the “Sponsor”) should have purchased a total of 340,000 units (the “Initial Private Placement Units”) at a price of $10.00 per the Initial Private Placement Unit (the “Private Placement”). However, on October 18, 2022, simultaneously with the consummation of the Initial Public Offering, the Sponsor partially consummated the Private Placement by subscribing to 238,500 units (the “Purchased Private Placement Units”) instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s purchase of the Private Placement Units, and on December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription balance, which fully funded the Sponsor’s purchase of the Private Placement Units. No underwriting discounts or commissions were paid with respect to the Private Placement. The Purchased Private Placement Units are identical to the Units, except that (a) the Purchased Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company’s Initial Business Combination except to permitted transferees and (b) the shares and rights included as a component of the Purchased Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively. If we do not complete our Initial Business Combination before the mandatory liquidation date, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the rights included as part of the Private Placement Units will expire worthless.

 

On October 21, 2022, the Company closed the sale of 845,300 units (the “OA Units”) at $10.00 per unit as a result of the underwriters’ partial exercise of their over-allotment option (the “Overallotment Offering”) in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, LLC dated October 14, 2022. Each OA Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination (the “Right”). Such OA Units were registered pursuant to the Company’s registration statement. As a result of the Overallotment Offering, the Company received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 units (the “Overallotment Private Placement Units”) pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.

 

Following the closing of the Initial Public Offering and Overallotment, an amount of $69,479,795 was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. The funds held in the Trust Account were invested only in United States government Treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay for income or other tax obligations, the remaining proceeds will not be released from the Trust Account until the earlier of the completion of an Initial Business Combination or the Company’s liquidation. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company will complete the Initial Business Combination to the extent not used to pay redeeming stockholders. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.

 

No compensation of any kind (including finder’s, consulting or other similar fees) will be paid to any of the Company’s existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after our Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to those persons after the Initial Business Combination. 

 

The Company intends to use the excess working capital available for miscellaneous expenses such as paying fees to consultants to assist with the search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed estimates, as well as for reimbursement of any out-of-pocket expenses incurred by insiders, officers and directors in connection with activities on the Company’s behalf as described below.

 

The allocation of the net proceeds available to the Company outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to pay for income and other tax liabilities, represents the best estimate of the intended uses of these funds. In the event that the assumptions prove to be inaccurate, the Company may reallocate some of such proceeds within the above-described categories. If the estimate of the costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to the Company from the Trust Account is insufficient as a result of the volatile interest rate environment, the Company may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor or third parties. The Sponsor has agreed to loan the Company up to an aggregate of $1,000,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a Promissory Note (see Note 4). As of March 31, 2023, the Company had no borrowings under the Promissory Note. These loans are non-interest bearing, unsecured and are due at the earlier of the closing of the Initial Business Combination or the Company’s mandatory liquidation. The loan may be prepaid at any time out of the Initial Public Offering proceeds not held in the Trust Account. Up to $1,000,000 of such loans may be convertible into additional private units, at a price of $10.00 per share at the option of the lender. If we are unable to obtain the necessary funds, we may be forced to cease searching for a target business and liquidate without completing our Initial Business Combination.

 

The Company will likely use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, in connection with the Initial Business Combination and to pay expenses relating thereto, including the deferred underwriting discounts payable to the underwriters. To the extent that the Company’s capital stock is used in whole or in part as consideration to effect the Initial Business Combination, the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions.

 

To the extent that the Company is unable to consummate an Initial Business Combination, the Company will pay the costs of liquidation from the remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses.

 

Furthermore, the Inflation Reduction Act of 2022 imposes a 1% excise tax on the repurchase of corporate stock (the “Excise Tax”) by a publicly traded U.S. corporation following December 31, 2022. For purposes of the Excise Tax, a repurchase will generally include redemptions, corporate buy-backs and other transactions in which the corporation acquires its stock from a shareholder in exchange for cash or property, subject to exceptions for de minimis transactions and certain reorganizations. As a result, subject to certain rules, the Excise Tax will apply to any redemption by a U.S.-domiciled special purpose acquisition company (“SPAC”) taking place after December 31, 2022, including redemptions (i) by shareholders in connection with the SPAC’s Initial Business Combination or a proxy vote to extend the lifespan of the SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC transaction within the required time set forth in its constituent documents, or (iii) in connection with the wind-up and liquidation of the SPAC. The financial responsibility for such Excise Tax resides with the Company and the Sponsor. This amount of 1% has not been included in these financial statements.

 

If no business combination is completed prior to the mandatory liquidation date, the proceeds then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of the public shares. The Sponsor, directors, director nominees and officers will enter into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the Initial Business Combination within such time period.

 

In connection with the shares purchased by the founders, the founders waive any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the Initial Public Offering will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an Initial Business Combination. 

 

Liquidity and Capital Resources

 

As of March 31, 2023, the Company had $36,085 in its operating bank account and working capital of $33,425. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued.

 

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until April 18, 2024, assuming the monthly extension requirements are satisfied, to consummate a Business Combination. The Company is able to extend the date by which an Initial Business Combination must be consummated beyond July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 each calendar month. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period.
v3.23.3
Basis of Presentation and Summary of Significant Accounting Policies
 3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

 

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on September 27, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. 

 

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 of 2002, 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 shareholder 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 unaudited condensed 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 U.S. GAAP requires the Company’s 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 statement 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 statement, 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 did not have any cash equivalents as of March 31, 2023 and December 31, 2022.

 

Marketable Securities Held in Trust Account

 

The Company classifies its Marketable Securities as held-to-maturity in accordance with Accounting Standards Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

 

Offering Costs

 

Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering.

 

Common Stock Subject to Possible Redemption

 

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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’ deficit section of the Company’s balance sheets.

 

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. 

 

As of March 31, 2023 and December 31, 2022, the common stock subject to possible redemption reflected on the condensed balance sheet is reflected in the following table:

 

Gross proceeds  $68,453,000 
Less:     
Fair value of Public Rights at issuance   (3,268,631)
Common stock issuance costs   (4,635,796)
Fair value of Public Shares   60,548,573 
Add:     
Accretion of carrying value to redemption value   8,931,222 
Common stock subject to redemption upon Initial Public Offering and Overallotment Offering  $69,479,795 
Add:     
Subsequent accretion of carrying value to redemption value   306,539 
Common stock subject to possible redemption, December 31, 2022  $69,786,334 
Add:     
Accretion of carrying value to redemption value   502,699 
Common stock subject to possible redemption, March 31, 2023  $70,289,033 

 

Income Taxes

 

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

 

Net Income (Loss) per Share of Common Stock

 

The Company has two outstanding classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of stock. The 6,845,300 redeemable shares of common stock for which the outstanding Public Rights are exercisable were excluded from diluted earnings (losses) per share for the three months ended March 31, 2023 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of shares. 

 

For the Three Months Ended March 31, 2023

 

Net income  $290,779 
Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense   (502,699)
Net loss including accretion of temporary equity to redemption value  $(211,920)

 

   Common Shares
Subject to Redemption		   Non-redeemable
Common Shares		 
Basic and diluted net income (loss) per share:        
Numerator:        
Allocation of net loss including accretion of temporary equity  $(162,482)  $(49,438)
Accretion of temporary equity to redemption value   502,699    
—
 
Allocation of net income (loss)  $340,217   $(49,438)
           
Denominator:          
Weighted-average shares outstanding   6,845,300    2,082,825 
Basic and diluted net loss per share
  $0.05   $(0.02)

 

For the Three Months Ended March 31, 2022

 

   Redeemable   Non-redeemable 
Basic and diluted net income (loss) per share of common stock        
Numerator:        
Allocation of net income (loss)  $
        -
   $(17,458)
Denominator:          
Basic and diluted weighted average shares outstanding
   
-
    1,711,325 
           
Basic and diluted net income (loss) per share of common stock
  $
-
   $(0.01)

 

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. As of March 31, 2023, the Company has 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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 

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. U.S. 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 following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

       Fair value measurements
at reporting date using:		 
Description  Fair Value   Quoted
prices in
active
markets
for identical
liabilities
(Level 1)		   Significant
other
observable
inputs
(Level 2)		   Significant
unobservable
inputs
(Level 3)		 
Assets:                
Marketable securities held in Trust Account as of March 31, 2023  $70,734,655   $70,734,655   $
            -
   $
            -
 

 

Recent Accounting Pronouncements

 

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 statement.

 

Risks and Uncertainties

 

Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position and outlook for an Initial Business Combination, the specific impacts are 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 these uncertainties.

 

The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position after any such Initial Business Combination in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control.
v3.23.3
Initial Public Offering
 3 Months Ended
Mar. 31, 2023
Initial Public Offering [Abstract]  
INITIAL PUBLIC OFFERING

NOTE 3 — INITIAL PUBLIC OFFERING

 

Pursuant to the Initial Public Offering, on October 18, 2022, the Company sold 6,000,000 Units at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000 (before underwriting discounts and commissions and offering expenses). Each Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one Right to receive one-fifth (1/5) of a share of the Common Stock upon the consummation of an Initial Business Combination.

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor should have purchased a total of 340,000 Initial Private Placement Units at a price of $10.00 per the Private Placement. However, on October 18, 2022, simultaneously with the consummation of the Initial Public Offering, the Sponsor partially consummated the Private Placement by subscribing to 238,500 Private Placement Units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s purchase of the Private Placement Units and on December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription balance, which fully funded the Sponsor’s purchase of the Private Placement Units. No underwriting discounts or commissions were paid with respect to the Private Placement. The Purchased Private Placement Units are identical to the Units, except that (a) the Purchased Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company’s Initial Business Combination except to permitted transferees and (b) the shares and rights included as a component of the Purchased Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively. If the Company does not complete the Initial Business Combination before the mandatory liquidation date, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the rights included as part of the Private Placement Units will expire worthless.

 

On October 21, 2022, the Company closed the sale of 845,300 OA Units at $10.00 per unit as a result of the underwriters’ partial exercise of their over-allotment option in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, LLC dated October 14, 2022. Each OA Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination. Such OA Units were registered pursuant to the Company’s registration statement. As a result of the Overallotment Offering, the Company received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 Private Placement Units pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.

 

Following the closing of the Initial Public Offering and Overallotment, an amount of $69,479,795 was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. The funds held in the Trust Account were invested only in United States government Treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay for income or other tax obligations, the remaining proceeds will not be released from the Trust Account until the earlier of the completion of an Initial Business Combination or the Company’s liquidation. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company will complete the Initial Business Combination to the extent not used to pay redeeming stockholders. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.
v3.23.3
Related Party Transactions
 3 Months Ended
Mar. 31, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 4 — RELATED PARTY TRANSACTIONS

 

Private Placement Units

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor should have purchased a total of 340,000 units (the “Initial Private Placement Units”) at a price of $10.00 per the Initial Private Placement Unit (the “Private Placement”). However, on October 18, 2022, simultaneously with the consummation of the Initial Public Offering, the Sponsor partially consummated the Private Placement by subscribing to 238,500 units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s purchase of the Private Placement Units, reducing the balance to $500,000. Additionally, on December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription balance, which fully funded the Sponsor’s purchase of the Private Placement Units. No underwriting discounts or commissions were paid with respect to the Private Placement. The Purchased Private Placement Units are identical to the Units, except that (a) the Purchased Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of the Company’s Initial Business Combination except to permitted transferees and (b) the shares and rights included as a component of the Purchased Private Placement Units, so long as they are held by the Sponsor or its permitted transferees, will be entitled to registration rights, respectively. If the Company does not complete the Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the rights included as part of the Private Placement Units will expire worthless.

 

Related Party Payables

 

The Company’s founders have paid expenses on behalf of the Company totaling $122,645 through March 31, 2023. A total of $27,645 remains payable as of March 31, 2023 and December 31, 2022. The payables bear no interest and have no specified repayment terms.

 

Promissory Note — Related Party

 

On April 5, 2021, as further amended on April 28, 2021 and September 8, 2022, the Company entered into a promissory note with the Sponsor for principal amount up to $1,000,000. The promissory note is non-interest bearing and matures on the earlier of: (i) the date of the consummation of the Company’s Initial Business Combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time. A maximum of $1,000,000 of such loans may be converted into Units, at the price of $10.00 per Unit at the option of the lender.

 

On May 6, 2021, the Company made a drawdown of $300,000 on the promissory note. On April 15 and August 19, 2022, the Company made additional drawdowns of $100,000 and $100,000 on the promissory note, respectively.

 

On December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the payments for Private Placement Units.

 

As of March 31, 2023 and December 31, 2022, there was no outstanding balance on the promissory note.

 

Administrative Support Agreement

 

Commencing on October 14, 2022, the Company has agreed to pay the Sponsor or its affiliate a total of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of our Initial Business Combination or our liquidation, we will cease paying these monthly fees. For the three months ended March 31, 2023, the Company incurred $60,000 on administrative support fees.
v3.23.3
Commitments and Contingencies
 3 Months Ended
Mar. 31, 2023
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 5 — COMMITMENTS AND CONTINGENCIES

 

Registration Rights

 

The holders of the (i) the Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, and (ii) Private Placement Units, which were sold simultaneously with the closing of the Initial Public Offering, are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three 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. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination.

 

Underwriting Agreement

 

The underwriters received a cash underwriting discount of $0.20 per Unit, or $1,369,060 and were paid offering expenses of $100,000 upon closing of the Initial Public Offering including the overallotment. As of March 31, 2023 and December 31, 2022, the Company had recorded deferred underwriting commissions of $2,723,060 payable only upon completion of the Initial Business Combination, which consisted of commissions and representative shares issuable in connection with the Initial Public Offering. The Company agreed to issue to the underwriter at the closing of the Initial Public Offering up to 136,906 representative shares (“Representative Shares”), due to the partial exercise of the over-allotment, which will be issued upon the completion of the Initial Business Combination. The representative shares had an initial fair value of $327,205.

 

Excise Tax

 

The Inflation Reduction Act of 2022 imposes a 1% Excise Tax on the repurchase of corporate stock by a publicly traded U.S. corporation following December 31, 2022. For purposes of the Excise Tax, a repurchase will generally include redemptions, corporate buybacks and other transactions in which the corporation acquires its stock from a shareholder in exchange for cash or property, subject to exceptions for de minimis transactions and certain reorganizations.

 

As a result, subject to certain rules, the Excise Tax will apply to any redemption by a U.S.-domiciled SPAC taking place after December 31, 2022, including redemptions (i) by shareholders in connection with the SPAC’s Initial Business Combination or a proxy vote to extend the lifespan of the SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC transaction within the required time set forth in its constituent documents, or (iii) in connection with the wind-up and liquidation of the SPAC. The financial responsibility for such Excise Tax resides with the Company and the Sponsor. This amount of 1% has not been included in these financial statements.

 

Unit Purchase Option

 

At the closing of the Initial Public Offering, the Company sold to the underwriter, for an aggregate of $100, an option (the “UPO”) to purchase 57,500 Units, including over-allotment. The over-allotment option was not exercised in full on October 21, 2022, therefore, the UPO was reduced pro-rata to 57,044 Units. The UPO will be exercisable at any time, in whole or in part, between the close of the business combination and fifth anniversary of the date of the Initial Public Offering at a price per Unit equal to $11.50 (or 115% of the public unit offering price). The Company accounts for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ (deficit) equity. The Unit Purchase Option and such units purchased pursuant to the Unit Purchase Option, as well as the common stock underlying such units, the rights included in such units, the shares of common stock that are issuable for the rights included in such units, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The Unit Purchase Option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the Unit Purchase Option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the Unit Purchase Option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.
v3.23.3
Common Stock Subject to Possible Redemption
 3 Months Ended
Mar. 31, 2023
Common Stock Subject to Possible Redemption [Abstract]  
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

NOTE 6 — COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

 

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 sheets. 
v3.23.3
Stockholders’ Deficit
 3 Months Ended
Mar. 31, 2023
Stockholders’ Deficit [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 7 — STOCKHOLDERS’ DEFICIT

 

Authorized Shares

 

The total number of shares of capital stock, par value of $0.0001 per share, which the Company is authorized to issue is 200,000,000 shares of common stock. Except as otherwise required by law, the holders of the Common Stock shall exclusively possess all voting power with respect to the Company.

 

Founder’s Shares

 

At inception, January 13, 2021, the Company issued 2,875,000 Founder Shares of common stock for total receivable of approximately of $25,000. These Founder Shares included up to 375,000 shares of which were subject to forfeiture by the stockholder if the underwriters did not fully exercise their over-allotment option.

 

On May 11, 2021, the Company received the payment of $25,000 related to the stock subscriptions receivable from the Sponsor.

 

On January 24, 2022, pursuant to the share surrender agreement, the aggregate number of Founder Shares were reduced to 1,725,000.

 

All share and per-share amounts have been retroactively restated to reflect the share surrender. In connection with the partial exercise of the over-allotment option, 13,675 Founder Shares were forfeited. The remaining Founder Shares represent 20% of the outstanding shares after the Initial Public Offering.

 

Initial Public Offering

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor should have purchased a total of 340,000 Initial Private Placement Units at a price of $10.00 per Unit. However, on October 18, 2022, simultaneously with the consummation of the Initial Public Offering, the Sponsor partially consummated the Private Placement by subscribing to 238,500 Units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s purchase of the Private Placement Units, reducing the balance to $500,000. Additionally, on December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription balance, which fully funded the Sponsor’s purchase of the Private Placement Units.

 

On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 units (the “Overallotment Private Placement Units”) pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.

 

Rights

 

Except in cases where the Company is not the surviving company in the Initial Business Combination, each holder of a public right will automatically receive one-fifth (1/5) of a share of common stock upon consummation of the Initial Business Combination. In the event the Company is not be the surviving company upon completion of the Initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fifth (1/5) of a share underlying each right upon consummation of the Initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, holders of Rights must hold such Rights in multiples of 5 in order to receive shares for all of the holder’s rights upon closing of an Initial Business Combination. If the Company is unable to complete an Initial Business Combination within the required time period and the public shares are redeemed for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
v3.23.3
Fair Value Measurements
 3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

NOTE 8 — FAIR VALUE MEASUREMENTS

 

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 assessment of the assumptions that market participants would use in pricing the asset or liability.

 

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: 

 

   March 31,
2023
   Level  Amount 
Assets:       
U.S. Treasury Securities  1  $70,734,655 

 

   December 31,
2022
   Level  Amount 
Assets:       
U.S. Treasury Securities  1  $69,987,957 

  

The following table presents information about the Company’s representative shares and Unit Purchase Option that are measured at fair value on a non-recurring basis as of October 18, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

   October 18,
2022		   Level
Instrument:        
Representative shares  $327,205   3
Unit Purchase Option  $25,099   3

 

The fair value of the Representative Shares was estimated at October 18, 2022 to be $2.39 based on the fair value per common share as of October 18, 2022 multiplied by the probability of the Initial Business Combination. The fair value of the UPO was estimated at October 18, 2022 to be $0.44 using a Black-Scholes Option Model. The following inputs were used to calculate the fair value:

 

   October 18,
2022		 
Risk-free interest rate   4.43%
Expected term (years)   2.25 
Dividend yield   0.00 
Volatility   10.00%
Exercise price  $11.50 
Stock Price  $10.03 

 

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various Levels during the three months ended March 31, 2023.
v3.23.3
Subsequent Events
 3 Months Ended
Mar. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9 — SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date the financial statements are available to be issued. Other than below, there are no subsequent events identified that would require disclosure in the financial statements.

 

On April 19, 2023, Nasdaq notified the Company that it did not comply with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Rule”) because it had not filed its Form 10-K for the year ended December 31, 2022. Subsequently, on May 23, 2023, Nasdaq notified the Company that it was delinquent in filing its Form 10-Q for the period ended March 31, 2023. The Company responded to Nasdaq on June 20, 2023, and has determined to grant an exception to enable the Company to regain compliance with the Rule. According to the Company’s plan of compliance, management stated its delays in filing the delinquent reports were a result of its former auditor, Marcum LLP, and not a result of any scope limitation, audit, or technical accounting issues. As a result, the Company appointed a new auditor, UHY LLP, to review the filings.

 

The terms of the exception are as follows: on or before September 27, 2023, the Company must file its Form 10-K for the period ended December 31, 2022, and its Form 10-Q for the period ended March 31, 2023, as required by the Rules. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.

 

On July 17, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option to extend the date by which the Company must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 for each calendar month and (ii) eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 of less than $5,000,001.

 

On July 17, 2023, the Company held the Special Meeting. On June 28, 2023, the record date for the Special Meeting, there were 8,556,625 shares of common stock outstanding and entitled to be voted at the Special Meeting, approximately 84% of which were represented in person or by proxy at the Special Meeting. The stockholders approved the proposal to amend the Company’s Certificate of Incorporation to give the Company the option to extend the date by which the Company must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 for each calendar month. In connection with the votes to approve the proposals above, the holders of 4,427,969 shares of common stock of the Company properly exercised their right to redeem their shares for cash, leaving approximately $25 million in the Trust Account.

 

In connection with the approval of the Extension Amendment Proposal, on July 18, 2023, the Sponsor entered into a non-interest bearing, unsecured promissory note issued by the Company in favor of the Sponsor (the “Extension Note”), providing for loans up to the aggregate principal amount of $720,000. On July 18, 2023, pursuant to the Second Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment, the Sponsor deposited $80,000 into the Trust Account for a one-month extension. On September 29, 2023, the Company plans on depositing $160,000 into the Trust Account to extend the date by which the Company must effect an Initial Business Combination by one month to October 18, 2023. The Sponsor will deposit into the Trust Account $80,000 each month the Company determines to extend the date by which it must consummate an Initial Business Combination. If the Company elects to extend such date until April 18, 2024, an aggregate deposit of $720,000 of the proceeds of the Extension Note will be made into the Trust Account. The Extension Note bears no interest and all unpaid principal under the Extension Note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company’s Initial Business Combination and (ii) the date of the liquidation of the Company. On July 21, 2023, the Company made a draw of $240,000 for extension payment purposes.

 

On July 20, 2023, the Company and the Sponsor amended and restated the promissory note, dated as of April 5, 2021, providing for loans up to $1,000,000 in the aggregate. The promissory note bears no interest and all unpaid principal under the promissory note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company’s Initial Business Combination and (ii) the date of the liquidation of the Company. At the election of the Sponsor, up to $1.0 million of the loans under the promissory note may be settled in private units, with each private unit comprised of one share of common stock of the Company and one right to one-fifth of a share of the Company’s common stock. On July 21, 2023, the Company made a draw of $60,000 for working capital purposes.

 

On July 21, 2023, the Company withdrew $297,615 of interest earned on Trust Account to pay for its tax obligations.

 

Through the date of this report, the Company recorded approximately $74,000 in related party payables for payments made by the Sponsor related to the Company’s annual Nasdaq fee and for professional services.

 

On August 21, 2023, the Company received an additional notification letter from the Nasdaq Staff, indicating that the Company was not in compliance with Listing Rules due to the delayed filing of its Form 10-Q for the period ended June 30, 2023 with the SEC. The notification had no immediate effect on the Company’s continued listing on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements. On September 6, 2023, the Company responded to Nasdaq informing the Staff the June 30, 2023 Form 10-Q will be submitted as soon as practicable.
v3.23.3
Accounting Policies, by Policy (Policies)
 3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on September 27, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. 
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 of 2002, 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 shareholder 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 unaudited condensed 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 the financial statements in conformity with U.S. GAAP requires the Company’s 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 statement 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 statement, 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 did not have any cash equivalents as of March 31, 2023 and December 31, 2022.

 
Marketable Securities Held in Trust Account

Marketable Securities Held in Trust Account

The Company classifies its Marketable Securities as held-to-maturity in accordance with Accounting Standards Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering Costs

Offering Costs

Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering.
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 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’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. 

As of March 31, 2023 and December 31, 2022, the common stock subject to possible redemption reflected on the condensed balance sheet is reflected in the following table:

Gross proceeds  $68,453,000 
Less:     
Fair value of Public Rights at issuance   (3,268,631)
Common stock issuance costs   (4,635,796)
Fair value of Public Shares   60,548,573 
Add:     
Accretion of carrying value to redemption value   8,931,222 
Common stock subject to redemption upon Initial Public Offering and Overallotment Offering  $69,479,795 
Add:     
Subsequent accretion of carrying value to redemption value   306,539 
Common stock subject to possible redemption, December 31, 2022  $69,786,334 
Add:     
Accretion of carrying value to redemption value   502,699 
Common stock subject to possible redemption, March 31, 2023  $70,289,033 

 
Income Taxes

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Share of Common Stock

Net Income (Loss) per Share of Common Stock

The Company has two outstanding classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of stock. The 6,845,300 redeemable shares of common stock for which the outstanding Public Rights are exercisable were excluded from diluted earnings (losses) per share for the three months ended March 31, 2023 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of shares. 

For the Three Months Ended March 31, 2023

Net income  $290,779 
Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense   (502,699)
Net loss including accretion of temporary equity to redemption value  $(211,920)
   Common Shares
Subject to Redemption		   Non-redeemable
Common Shares		 
Basic and diluted net income (loss) per share:        
Numerator:        
Allocation of net loss including accretion of temporary equity  $(162,482)  $(49,438)
Accretion of temporary equity to redemption value   502,699    
—
 
Allocation of net income (loss)  $340,217   $(49,438)
           
Denominator:          
Weighted-average shares outstanding   6,845,300    2,082,825 
Basic and diluted net loss per share
  $0.05   $(0.02)

 

For the Three Months Ended March 31, 2022

   Redeemable   Non-redeemable 
Basic and diluted net income (loss) per share of common stock        
Numerator:        
Allocation of net income (loss)  $
        -
   $(17,458)
Denominator:          
Basic and diluted weighted average shares outstanding
   
-
    1,711,325 
           
Basic and diluted net income (loss) per share of common stock
  $
-
   $(0.01)
Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of March 31, 2023, the Company has 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 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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. U.S. 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 following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

       Fair value measurements
at reporting date using:		 
Description  Fair Value   Quoted
prices in
active
markets
for identical
liabilities
(Level 1)		   Significant
other
observable
inputs
(Level 2)		   Significant
unobservable
inputs
(Level 3)		 
Assets:                
Marketable securities held in Trust Account as of March 31, 2023  $70,734,655   $70,734,655   $
            -
   $
            -
 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

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 statement.

 
Risks and Uncertainties

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position and outlook for an Initial Business Combination, the specific impacts are 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 these uncertainties.

The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position after any such Initial Business Combination in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control.
v3.23.3
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
 3 Months Ended
Mar. 31, 2023
Accounting Policies [Abstract]  
Schedule of Common Stock Subject to Possible Redemption As of March 31, 2023 and December 31, 2022, the common stock subject to possible redemption reflected on the condensed balance sheet is reflected in the following table:
Gross proceeds  $68,453,000 
Less:     
Fair value of Public Rights at issuance   (3,268,631)
Common stock issuance costs   (4,635,796)
Fair value of Public Shares   60,548,573 
Add:     
Accretion of carrying value to redemption value   8,931,222 
Common stock subject to redemption upon Initial Public Offering and Overallotment Offering  $69,479,795 
Add:     
Subsequent accretion of carrying value to redemption value   306,539 
Common stock subject to possible redemption, December 31, 2022  $69,786,334 
Add:     
Accretion of carrying value to redemption value   502,699 
Common stock subject to possible redemption, March 31, 2023  $70,289,033 

 
Schedule of Reconciliation of the Numerator and Denominator Used to Compute Basic and Diluted Net Income (Loss) Per Share The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of shares.
Net income  $290,779 
Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense   (502,699)
Net loss including accretion of temporary equity to redemption value  $(211,920)
Schedule of Reconciliation of the Numerator and Denominator Used to Compute Basic and Diluted Net Income (Loss) Per Share The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of shares.
   Common Shares
Subject to Redemption		   Non-redeemable
Common Shares		 
Basic and diluted net income (loss) per share:        
Numerator:        
Allocation of net loss including accretion of temporary equity  $(162,482)  $(49,438)
Accretion of temporary equity to redemption value   502,699    
—
 
Allocation of net income (loss)  $340,217   $(49,438)
           
Denominator:          
Weighted-average shares outstanding   6,845,300    2,082,825 
Basic and diluted net loss per share
  $0.05   $(0.02)

 

   Redeemable   Non-redeemable 
Basic and diluted net income (loss) per share of common stock        
Numerator:        
Allocation of net income (loss)  $
        -
   $(17,458)
Denominator:          
Basic and diluted weighted average shares outstanding
   
-
    1,711,325 
           
Basic and diluted net income (loss) per share of common stock
  $
-
   $(0.01)
Schedule of Assets that are Measured at Fair Value The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
       Fair value measurements
at reporting date using:		 
Description  Fair Value   Quoted
prices in
active
markets
for identical
liabilities
(Level 1)		   Significant
other
observable
inputs
(Level 2)		   Significant
unobservable
inputs
(Level 3)		 
Assets:                
Marketable securities held in Trust Account as of March 31, 2023  $70,734,655   $70,734,655   $
            -
   $
            -
 
v3.23.3
Fair Value Measurements (Tables)
 3 Months Ended
Mar. 31, 2023
Fair Value Disclosures [Abstract]  
Schedule of Table Presents Information About the Company’s Assets and Liabilities The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
   March 31,
2023
   Level  Amount 
Assets:       
U.S. Treasury Securities  1  $70,734,655 
   December 31,
2022
   Level  Amount 
Assets:       
U.S. Treasury Securities  1  $69,987,957 
Schedule of Black-Scholes Option Model The following table presents information about the Company’s representative shares and Unit Purchase Option that are measured at fair value on a non-recurring basis as of October 18, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
   October 18,
2022		   Level
Instrument:        
Representative shares  $327,205   3
Unit Purchase Option  $25,099   3
Schedule of Black-Scholes Option Model The fair value of the Representative Shares was estimated at October 18, 2022 to be $2.39 based on the fair value per common share as of October 18, 2022 multiplied by the probability of the Initial Business Combination. The fair value of the UPO was estimated at October 18, 2022 to be $0.44 using a Black-Scholes Option Model. The following inputs were used to calculate the fair value:
   October 18,
2022		 
Risk-free interest rate   4.43%
Expected term (years)   2.25 
Dividend yield   0.00 
Volatility   10.00%
Exercise price  $11.50 
Stock Price  $10.03 
v3.23.3
Nature of the Organization and Business (Details) - USD ($)
 3 Months Ended 12 Months Ended
Oct. 21, 2022
Oct. 18, 2022
Mar. 31, 2023
Dec. 31, 2022
Nov. 30, 2022
Nature of the Organization and Business (Details) [Line Items]          
Price per share (in Dollars per share)   $ 10 $ 10    
Gross proceeds     $ 8,453,000    
Common stock shares (in Shares)   1      
Common stock par value (in Dollars per share)   $ 0.0001 $ 0.0001 $ 0.0001  
Gross proceed in trust account   $ 3,400,000      
Balance amount         $ 500,000
Shares units (in Shares) 845,300        
Share price (in Dollars per share) $ 10        
Excise tax     1.00% 1.00%  
Tax rate     1.00% 1.00%  
Interest expense     $ 100,000    
Operating bank account     36,085    
Working capital     33,425    
Deposit into the trust account     $ 80,000    
IPO [Member]          
Nature of the Organization and Business (Details) [Line Items]          
Public offering sale of units (in Shares)   6,000,000      
Gross proceeds   $ 60,000,000      
subscribing units (in Shares)     340,000    
Share price (in Dollars per share)     $ 10    
Aggregate amount     $ 69,479,795    
Loan amount     $ 1,000,000    
Private Placement [Member]          
Nature of the Organization and Business (Details) [Line Items]          
Public offering sale of units (in Shares)     340,000    
Price per share (in Dollars per share)     $ 10    
subscribing units (in Shares)   238,500      
Generating gross proceeds   $ 2,385,000      
Additional amount         $ 515,000
Private placement units (in Shares) 31,500        
Deposit into the trust account   $ 3,400,000      
Over-Allotment Option [Member]          
Nature of the Organization and Business (Details) [Line Items]          
Public offering sale of units (in Shares) 31,500        
Gross proceeds $ 315,000        
Share price (in Dollars per share) $ 10 $ 10      
Purchase price per share (in Dollars per share) $ 10        
Sponsor [Member]          
Nature of the Organization and Business (Details) [Line Items]          
Aggregate amount     $ 1,000,000    
v3.23.3
Basis of Presentation and Summary of Significant Accounting Policies (Details)
 3 Months Ended
Mar. 31, 2023
USD ($)
shares
Accounting Policies [Abstract]  
Redeemable shares of common stock | shares 6,845,300
Federal depository insurance coverage | $ $ 250,000
v3.23.3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Subject to Possible Redemption - USD ($)
 3 Months Ended 12 Months Ended
Oct. 18, 2022
Mar. 31, 2023
Dec. 31, 2022
Schedule of Common Stock Subject to Possible Redemption [Abstract]      
Gross proceeds $ 2,385,000   $ 68,453,000
Less:      
Fair value of Public Rights at issuance     (3,268,631)
Common stock issuance costs     (4,635,796)
Fair value of Public Shares     60,548,573
Add:      
Accretion of carrying value to redemption value   $ 502,699 8,931,222
Common stock subject to redemption upon Initial Public Offering and Overallotment Offering     69,479,795
Add:      
Subsequent accretion of carrying value to redemption value     306,539
Common stock subject to possible redemption   $ 70,289,033 $ 69,786,334
v3.23.3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of the Numerator and Denominator Used to Compute Basic and Diluted Net Income (Loss) Per Share - USD ($)
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Schedule of Reconciliation of the Numerator and Denominator Used to Compute Basic and Diluted Net Income (Loss) Per Share [Abstract]    
Net income $ 290,779 $ (17,458)
Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense (502,699)  
Net loss including accretion of temporary equity to redemption value $ (211,920)  
v3.23.3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($)
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Common Shares Subject to Redemption [Member]    
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items]    
Allocation of net income (loss) including accretion of temporary equity $ (162,482)  
Accretion of temporary equity to redemption value 502,699  
Allocation of net income (loss) $ 340,217
Weighted-average shares outstanding (in Shares) 6,845,300
Basic and diluted net loss per share (in Dollars per share) $ 0.05
Non- redeemable Common Shares [Member]    
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items]    
Allocation of net income (loss) including accretion of temporary equity $ (49,438)  
Accretion of temporary equity to redemption value  
Allocation of net income (loss) $ (49,438) $ (17,458)
Weighted-average shares outstanding (in Shares) 2,082,825 1,711,325
Basic and diluted net loss per share (in Dollars per share) $ (0.02) $ (0.01)
v3.23.3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares
 3 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Common Shares Subject to Redemption [Member]    
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items]    
Diluted net income (loss) per share $ 0.05
Diluted weighted average shares outstanding (in Shares)  
Non- redeemable Common Shares [Member]    
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items]    
Diluted net income (loss) per share $ (0.02) $ (0.01)
Diluted weighted average shares outstanding (in Shares)   1,711,325,000
v3.23.3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Assets that are Measured at Fair Value - Marketable Securities Held in Trust Account [Member]
Mar. 31, 2023
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Marketable securities held in Trust Account $ 70,734,655
Quoted prices in active markets for identical liabilities (Level 1) [Member]  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Marketable securities held in Trust Account 70,734,655
Significant other observable inputs (Level 2) [Member]  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Marketable securities held in Trust Account
Significant unobservable inputs (Level 3) [Member]  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Marketable securities held in Trust Account
v3.23.3
Initial Public Offering (Details) - USD ($)
 3 Months Ended
Oct. 21, 2022
Oct. 18, 2022
Oct. 14, 2022
Mar. 31, 2023
Dec. 31, 2022
Nov. 30, 2022
Initial Public Offering (Details) [Line Items]            
Price per share (in Dollars per share) $ 10          
Gross proceeds       $ 8,453,000    
Common stock, par value (in Dollars per share)   $ 0.0001   $ 0.0001 $ 0.0001  
Instead amount       $ 80,000    
Sale units $ 845,300          
Proceeds from issuance initial public offering     $ 315,000      
Initial Public Offering [Member]            
Initial Public Offering (Details) [Line Items]            
Sold units (in Shares)   6,000,000        
Price per share (in Dollars per share)       $ 10    
Gross proceeds   $ 60,000,000        
Purchased private placement units (in Shares)       340,000    
Total units (in Shares)   6,000,000        
Over-Allotment Option [Member]            
Initial Public Offering (Details) [Line Items]            
Price per share (in Dollars per share) $ 10 $ 10        
Gross proceeds $ 315,000          
Total units (in Shares) 31,500          
Overallotment amount       $ 69,479,795    
Private Placement [Member]            
Initial Public Offering (Details) [Line Items]            
Purchased private placement units (in Shares)   238,500        
Generating gross proceeds   $ 2,385,000        
Instead amount   $ 3,400,000        
Additional received amount           $ 515,000
Reducing the balance amount           $ 500,000
Total units (in Shares)       340,000    
Common Stock [Member]            
Initial Public Offering (Details) [Line Items]            
Common stock, par value (in Dollars per share)       $ 0.0001    
v3.23.3
Related Party Transactions (Details) - USD ($)
 3 Months Ended 12 Months Ended
Nov. 30, 2022
Oct. 18, 2022
Oct. 14, 2022
Mar. 31, 2023
Dec. 31, 2022
Dec. 01, 2022
Aug. 19, 2022
Apr. 15, 2022
May 06, 2021
Apr. 05, 2021
Related Party Transactions (Details) [Line Items]                    
Price per share (in Dollars per share)   $ 10   $ 10            
Gross proceeds   $ 2,385,000     $ 68,453,000          
Proceeds fund in trust account   $ 3,400,000                
Outstanding balance on promissory note           $ 500,000        
Paid expenses       $ 122,645            
Expense payable       27,645            
Founder shares (in Shares)                   1,000,000
Loans converted units       1,000,000            
Drawdown of promissory note             $ 100,000 $ 100,000 $ 300,000  
Office space, utilities, and secretarial and administrative expenses     $ 20,000              
Administrative fees expense       $ 60,000            
Private Placement [Member]                    
Related Party Transactions (Details) [Line Items]                    
Initial private placement units (in Shares)       340,000            
Price per share (in Dollars per share)       $ 10            
Sale of private placement (in Shares)   238,500                
Maximum [Member]                    
Related Party Transactions (Details) [Line Items]                    
Purchase of the private placement $ 515,000                  
Minimum [Member]                    
Related Party Transactions (Details) [Line Items]                    
Purchase of the private placement $ 500,000                  
Private Placement [Member]                    
Related Party Transactions (Details) [Line Items]                    
Outstanding balance on promissory note           $ 500,000        
v3.23.3
Commitments and Contingencies (Details) - USD ($)
 3 Months Ended 12 Months Ended
Oct. 21, 2022
Mar. 31, 2023
Dec. 31, 2022
Commitments and Contingencies (Details) [Line Items]      
Underwriting discount per unit (in Dollars per share)   $ 0.2  
Aggregate amount   $ 1,369,060  
Offering expenses   100,000  
Deferred underwriting commissions   2,723,060  
Initial fair value   $ 327,205  
Excise tax percentage   1.00% 1.00%
Financial statement tax rate   1.00% 1.00%
Aggregate amount   $ 100  
Purchased shares (in Shares)   57,500  
Reduced pro-rata shares (in Shares) 57,044    
Offering price per unit (in Dollars per share)   $ 11.5  
Percentage of public unit offering price   115.00%  
Cash payment amount   $ 100  
Representative Shares [Member]      
Commitments and Contingencies (Details) [Line Items]      
Representative shares (in Shares)   136,906  
v3.23.3
Stockholders’ Deficit (Details) - USD ($)
 3 Months Ended
Oct. 21, 2022
Oct. 18, 2022
Jan. 24, 2022
Jan. 13, 2021
Mar. 31, 2023
Dec. 31, 2022
Dec. 01, 2022
Nov. 30, 2022
May 11, 2021
Stockholders’ Deficit (Details) [Line Items]                  
Common stock, par value   $ 0.0001     $ 0.0001 $ 0.0001      
Common stock, authorized         200,000,000 200,000,000      
Founder shares       2,875,000          
Total receivables       $ 25,000          
Founder shares       375,000          
Stock subscriptions receivable                 $ 25,000
Aggregate founder shares     1,725,000            
Price per unit $ 10                
Instead amount         $ 80,000        
Gross proceeds         $ 8,453,000        
Public rights, description         Except in cases where the Company is not the surviving company in the Initial Business Combination, each holder of a public right will automatically receive one-fifth (1/5) of a share of common stock upon consummation of the Initial Business Combination. In the event the Company is not be the surviving company upon completion of the Initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fifth (1/5) of a share underlying each right upon consummation of the Initial Business Combination.        
Initial Public Offering [Member]                  
Stockholders’ Deficit (Details) [Line Items]                  
Forfeited of founder shares         13,675        
Percentage of outstanding shares         20.00%        
Purchase of private placement units         340,000        
Price per unit         $ 10        
Gross proceeds   $ 60,000,000              
Private Placement [Member]                  
Stockholders’ Deficit (Details) [Line Items]                  
Purchase of private placement units   238,500              
Gross proceeds   $ 2,385,000              
Instead amount   $ 3,400,000              
Additional received amount               $ 515,000  
Reducing the balance amount               $ 500,000  
Promissory notes             $ 500,000    
Overallotment [Member]                  
Stockholders’ Deficit (Details) [Line Items]                  
Price per unit $ 10 $ 10              
Additional units 31,500                
Gross proceeds $ 315,000                
v3.23.3
Fair Value Measurements (Details)
Oct. 18, 2022
$ / shares
Black-Scholes Option [Member]  
Fair Value Measurements (Details) [Line Items]  
Price per share $ 0.44
Common Stock [Member]  
Fair Value Measurements (Details) [Line Items]  
Price per share $ 2.39
v3.23.3
Fair Value Measurements (Details) - Schedule of Table Presents Information About the Company’s Assets and Liabilities - USD ($)
Mar. 31, 2023
Dec. 31, 2022
Level 1 [Member]    
Assets:    
U.S. Treasury Securities $ 70,734,655 $ 69,987,957
v3.23.3
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs - Level 3 [Member]
 1 Months Ended
Oct. 18, 2022
USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]  
Representative shares $ 327,205
Unit Purchase Option $ 25,099
v3.23.3
Fair Value Measurements (Details) - Schedule of Black-Scholes Option Model
Oct. 18, 2022
$ / shares
Schedule Of Black Scholes Option Model Abstract  
Risk-free interest rate 4.43%
Expected term (years) 2 years 3 months
Dividend yield 0.00%
Volatility 10.00%
Exercise price (in Dollars per share) $ 11.5
Stock Price (in Dollars per share) $ 10.03
v3.23.3
Subsequent Events (Details) - USD ($)
 1 Months Ended 3 Months Ended
Jul. 18, 2023
Jul. 17, 2023
Jul. 21, 2023
Jul. 20, 2023
Mar. 31, 2023
Jun. 28, 2023
Subsequent Events (Details) [Line Items]            
Deposited into the trust account         $ 80,000  
Common stock shares (in Shares)         4,427,969  
Aggregate deposit         $ 720,000  
Extension payment purposes     $ 240,000      
Sponsor loan         1,000,000  
Related party payables for payments         74,000  
Overallotment Offering [Member]            
Subsequent Events (Details) [Line Items]            
Deposited into the trust account         80,000  
Forecast [Member]            
Subsequent Events (Details) [Line Items]            
Deposited into the trust account   $ 80,000        
Less than of net tangible assets   $ 5,000,001        
Shares of common stock outstanding (in Shares)           8,556,625
Related party transaction $ 720,000          
Sponsor deposited $ 80,000          
Providing for loans       $ 1,000,000    
Extension payment purposes     60,000      
Withdrew interest earned     $ 297,615      
Business Combination [Member]            
Subsequent Events (Details) [Line Items]            
Deposited into the trust account         $ 25,000,000  
Business Combination [Member] | Forecast [Member]            
Subsequent Events (Details) [Line Items]            
Approximately percentage           84.00%
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