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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended
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Dec. 31, 2022
Accounting Changes and Error Corrections [Abstract] |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company had recognized a liability upon closing of their initial public offering in December 2020 for a portion of the underwriter’s commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the initial public offering. The underwriter waived all claims to this deferred commission in June 2022. The Company previously recognized the waiver as an extinguishment, with a resulting non-operating gain recognized in its statement of operations for the three and six months ended June 30, 2022, nine months ended September 30, 2022 and the year ended December 31, 2022. Upon subsequent review and analysis, management concluded that the Company should have recognized the extinguishment of the contingent liability as a reversal in the same relative allocation applied at the initial public offering. Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the Company’s previously issued audited financial statements as of December 31, 2022 (the “Annual Report”) should no longer be relied upon and that it is appropriate to restate the Annual Report. As such, the Company will restate its financial statements in this Form 10-K/A for the Company’s unaudited financial statements for three and six months ended June 30, 2022, nine months ended September 30, 2022, and the audited financial statements for the year ended December 31, 2022 included in the Annual Report on the Company’s Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on March 21, 2023 (the “Original Filing”). Impact of the Restatement The impact of the restatement on the consolidated statements of operations, statements of changes in stockholders’ deficit and statements of cash flows for the affected period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities.
Summary of impact of the restatement on the financial statements |  |  |  |  |  |  |  |  |  |  |  |
|  | As Previously |  |  | Restatement |  |  |  |
|  | Reported |  |  | Adjustment |  |  | As Restated |
Unaudited Statement of Operations for the Three Months Ended June 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Gain on forgiveness of deferred underwriting fee payable |  |  | 9,660,000 |  |  |  | (9,288,090 | ) |  |  | 371,910 |
Total other income (expenses) |  |  | 10,396,046 |  |  |  | (9,288,090 | ) |  |  | 1,107,956 |
Income (loss) before benefit from (provision for) income taxes |  |  | 10,094,313 |  |  |  | (9,288,090 | ) |  |  | 806,223 |
Net Income |  |  | 10,071,447 |  |  |  | (9,288,090 | ) |  |  | 783,357 |
Basic and diluted weighted average shares outstanding - Class A common stock |  |  | 14,481,736 |  |  |  | - |  |  |  | 14,481,736 |
Basic and diluted earnings per share - Class A common stock |  | $ | 0.47 |  |  | $ | (0.43 | ) |  | $ | 0.04 |
Basic and diluted weighted average shares outstanding - Class B common stock |  |  | 6,900,000 |  |  |  | - |  |  |  | 6,900,000 |
Basic and diluted earnings per share - Class B common stock |  | $ | 0.47 |  |  | $ | (0.43 | ) |  | $ | 0.04 |
|  | As Previously |  |  | Restatement |  |  |  |
|  | Reported |  |  | Adjustment |  |  | As Restated |
Unaudited Statement of Operations for the Six Months Ended June 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Gain on forgiveness of deferred underwriting fee payable |  |  | 9,660,000 |  |  |  | (9,288,090 | ) |  |  | 371,910 |
Total other income (expenses) |  |  | 18,587,467 |  |  |  | (9,288,090 | ) |  |  | 9,299,377 |
Income (loss) before benefit from (provision for) income taxes |  |  | 17,962,482 |  |  |  | (9,288,090 | ) |  |  | 8,674,392 |
Net Income |  |  | 17,939,616 |  |  |  | (9,288,090 | ) |  |  | 8,651,526 |
Basic and diluted weighted average shares outstanding - Class A common stock |  |  | 21,004,630 |  |  |  | - |  |  |  | 21,004,630 |
Basic and diluted earnings per share - Class A common stock |  | $ | 0.64 |  |  | $ | (0.33 | ) |  | $ | 0.31 |
Basic and diluted weighted average shares outstanding - Class B common stock |  |  | 6,900,000 |  |  |  | - |  |  |  | 6,900,000 |
Basic and diluted earnings per share - Class B common stock |  | $ | 0.64 |  |  | $ | (0.33 | ) |  | $ | 0.31 |
|  | As Previously |  |  | Restatement |  |  |  |
|  | Reported |  |  | Adjustment |  |  | As Restated |
Unaudited Statement of Operations for the Nine Months Ended September 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Gain on forgiveness of deferred underwriting fee payable |  |  | 9,660,000 |  |  |  | (9,288,090 | ) |  |  | 371,910 |
Total other income (expenses) |  |  | 20,560,364 |  |  |  | (9,288,090 | ) |  |  | 11,272,274 |
Income (loss) before benefit from (provision for) income taxes |  |  | 18,838,653 |  |  |  | (9,288,090 | ) |  |  | 9,550,563 |
Net Income |  |  | 18,811,924 |  |  |  | (9,288,090 | ) |  |  | 9,523,834 |
Basic and diluted weighted average shares outstanding – Class A common stock |  |  | 16,466,455 |  |  |  | - |  |  |  | 16,466,455 |
Basic and diluted earnings per share – Class A common stock |  | $ | 0.81 |  |  | $ | (0.40 | ) |  | $ | 0.41 |
Basic and diluted weighted average shares outstanding - Class B common stock |  |  | 6,900,000 |  |  |  | - |  |  |  | 6,900,000 |
Basic and diluted earnings per share - Class B common stock |  | $ | 0.81 |  |  | $ | (0.40 | ) |  | $ | 0.41 |
|  | As Previously |  |  | Restatement |  |  |  |
|  | Reported |  |  | Adjustment |  |  | As Restated |
Statement of Operations for the Year Ended December 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Gain on forgiveness of deferred underwriting fee payable |  |  | 9,660,000 |  |  |  | (9,288,090 | ) |  |  | 371,910 |
Total other income (expenses) |  |  | 20,634,549 |  |  |  | (9,288,090 | ) |  |  | 11,346,459 |
Income (loss) before benefit from (provision for) income taxes |  |  | 17,684,085 |  |  |  | (9,288,090 | ) |  |  | 8,395,995 |
Net Income |  |  | 17,634,910 |  |  |  | (9,288,090 | ) |  |  | 8,346,820 |
Basic and diluted weighted average shares outstanding - Class A common stock |  |  | 12,546,423 |  |  |  | - |  |  |  | 12,546,423 |
Basic and diluted earnings per share - Class A common stock |  | $ | 0.91 |  |  | $ | (0.48 | ) |  | $ | 0.43 |
Basic and diluted weighted average shares outstanding - Class B common stock |  |  | 6,900,000 |  |  |  | - |  |  |  | 6,900,000 |
Basic and diluted earnings per share - Class B common stock |  | $ | 0.91 |  |  | $ | (0.48 | ) |  | $ | 0.43 |
Unaudited Statement of Changes in Stockholders’ Deficit for the Three Months Ended June 30, 2022
|  | Accumulated Deficit |
|  | As Previously |  |  |  |  |  |  |
|  | Reported |  |  | Adjustment |  |  | As Restated |
Balance – March 31, 2022 |  | $ | (13,226,270 | ) |  | $ | - |  |  | $ | (13,225,580 | )
Net income |  |  | 10,071,447 |  |  |  | (9,288,090 | ) |  |  | 783,357 |
Accretion of Class A common stock to redemption value |  |  | (242,995 | ) |  |  | 9,288,090 |  |  |  | 9,045,095 |
Balance – June 30, 2022 |  | $ | (3,397,818 | ) |  | $ | - |  |  | $ | (3,397,128 | )
Statement of Changes in Stockholders’ Deficit for the Year Ended December 31, 2022
|  | Accumulated Deficit |
|  | As Previously |  |  |  |  |  |  |
|  | Reported |  |  | Adjustment |  |  | As Restated |
Balance – December 31, 2021 |  | $ | (21,094,439 | ) |  | $ | - |  |  | $ | (21,094,439 | )
Net income |  |  | 17,634,910 |  |  |  | (9,288,090 | ) |  |  | 8,346,820 |
Accretion of Class A common stock to redemption value |  |  | (256,545 | ) |  |  | 9,288,090 |  |  |  | 9,031,545 |
Balance – December 31, 2022 |  | $ | (3,716,074 | ) |  | $ | - |  |  | $ | (3,716,074 | )
|  | As Previously |  |  | Restatement |  |  |  |
|  | Reported |  |  | Adjustment |  |  | As Restated |
Unaudited Statement of Cash Flows for the Six Months Ended June 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Net Income |  |  | 17,939,616 |  |  |  | (9,288,090 | ) |  |  | 8,651,526 |
Gain on forgiveness of deferred underwriting fee payable |  |  | (9,660,000 | ) |  |  | 9,288,090 |  |  |  | (371,910 | )
Non-Cash Investing and Financing Activities |  |  |  |  |  |  |  |  |  |  |  |
Extinguishment of deferred underwriting fee payable allocated to public shares |  |  | - |  |  |  | (9,288,090 | ) |  |  | (9,288,090 | )
|  | As Previously |  |  | Restatement |  |  |  |
|  | Reported |  |  | Adjustment |  |  | As Restated |
Unaudited Statement of Cash Flows for the Nine Months Ended September 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Net Income |  |  | 18,811,924 |  |  |  | (9,288,090 | ) |  |  | 9,523,834 |
Gain on forgiveness of deferred underwriting fee payable |  |  | (9,660,000 | ) |  |  | 9,288,090 |  |  |  | (371,910 | )
Non-Cash Investing and Financing Activities |  |  |  |  |  |  |  |  |  |  |  |
Extinguishment of deferred underwriting fee payable allocated to public shares |  |  | - |  |  |  | (9,288,090 | ) |  |  | (9,288,090 | )
|  | As Previously |  |  | Restatement |  |  |  |
|  | Reported |  |  | Adjustment |  |  | As Restated |
Statement of Cash Flows for the Year Ended December 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Net Income |  |  | 17,634,910 |  |  |  | (9,288,090 | ) |  |  | 8,346,820 |
Gain on forgiveness of deferred underwriting fee payable |  |  | (9,660,000 | ) |  |  | 9,288,090 |  |  |  | (371,910 | )
Non-Cash Investing and Financing Activities |  |  |  |  |  |  |  |  |  |  |  |
Extinguishment of deferred underwriting fee payable allocated to public shares |  |  | - |  |  |  | (9,288,090 | ) |  |  | (9,288,090 | )

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- Definition The entire disclosure for reporting error correction. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 250 -SubTopic 10 -Section 50 -Paragraph 7 -URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794 + Details
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