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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended
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Dec. 31, 2022
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS [Abstract] |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the financial statements of the Company as of and for the year ended December 31, 2022, the Company’s management, in consultation with its advisors, re-evaluated the Company’s accounting for operating expenses, specifically the recognition of the expenses for directors’ and officers’ liability insurance. After further review of the Company’s accounting for its operating expenses, it was determined that an adjustment was required to the Company’s financial statements as of and for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022. Therefore, in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company re-evaluated the changes and has determined that the related impact was material to certain of its previously issued financial statements. Therefore, the Company, in consultation with its Audit Committee, concluded that these previously issued financial statements should be restated. As such, the Company is reporting these restatements to those previously issued financial statements in this Annual Report. The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated:
|  | As previously reported |  |  | Adjustments |  |  | As restated |
March 31, 2022 balance sheet |  |  |  |  |  |  |  |  |
Prepaid expenses |  | $ | 732,415 |  |  | $ | 161,918 |  |  | $ | 894,333 |
Total current assets |  |  | 2,950,517 |  |  |  | 161,918 |  |  |  | 3,112,435 |
Total assets |  |  | 284,498,465 |  |  |  | 161,918 |  |  |  | 284,660,383 |
Accumulated Deficit |  |  | (6,874,691 | ) |  |  | 161,918 |  |  |  | (6,712,773 | )
Total Stockholders’ Deficit |  |  | (6,874,001 | ) |  |  | 161,918 |  |  |  | (6,712,083 | )
Total Liabilities, Temporary Equity and Stockholders’ Deficit |  |  | 284,498,465 |  |  |  | 161,918 |  |  |  | 284,660,383 |
Statement of changes in stockholders’ deficit for the three months ended March 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (628,828 | ) |  | $ | 161,918 |  |  | $ | (466,910 | )
Accumulated Deficit - March 31, 2022 |  |  | (6,874,691 | ) |  |  | 161,918 |  |  |  | (6,712,773 | )
Total Stockholders’ Deficit |  |  | (6,874,001 | ) |  |  | 161,918 |  |  |  | (6,712,083 | )
Statement of operations for the three months March 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Formation and operating cost |  | $ | 655,593 |  |  | $ | (161,918 | ) |  | $ | 493,675 |
Operating loss |  |  | (655,593 | ) |  |  | 161,918 |  |  |  | (493,675 | )
Net loss |  |  | (628,828 | ) |  |  | 161,918 |  |  |  | (466,910 | )
Class A common stock - basic and diluted net loss per share |  |  | (0.02 | ) |  |  | 0.01 |  |  |  | (0.01 | )
Class B common stock - basic and diluted net loss per share |  |  | (0.02 | ) |  |  | 0.01 |  |  |  | (0.01 | )
Statement of cash flows for the three months ended March 31, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (628,828 | ) |  | $ | 161,918 |  |  | $ | (466,910 | )
Change in prepaid expenses |  |  | 261,193 |  |  |  | (161,918 | ) |  |  | 99,275 |
June 30, 2022 balance sheet |  |  |  |  |  |  |  |  |  |  |  |
Prepaid expenses |  |  | 459,537 |  |  |  | 282,008 |  |  |  | 741,545 |
Total current assets |  |  | 2,324,247 |  |  |  | 282,008 |  |  |  | 2,606,255 |
Total assets |  |  | 284,245,344 |  |  |  | 282,008 |  |  |  | 284,527,352 |
Accumulated Deficit |  |  | (7,292,517 | ) |  |  | 282,008 |  |  |  | (7,010,509 | )
Total Stockholders’ Deficit |  |  | (7,291,827 | ) |  |  | 282,008 |  |  |  | (7,009,819 | )
Total Liabilities, Temporary Equity and Stockholders’ Deficit |  |  | 284,245,344 |  |  |  | 282,008 |  |  |  | 284,527,352 |
Statement of changes in stockholders’ deficit for the six months ended June 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (905,058 | ) |  | $ | 282,008 |  |  | $ | (623,050 | )
Accumulated Deficit - June 30, 2022 |  |  | (7,292,517 | ) |  |  | 282,008 |  |  |  | (7,010,509 | )
Total Stockholders’ Deficit |  |  | (7,291,827 | ) |  |  | 282,008 |  |  |  | (7,009,819 | )
Statement of operations for the three months June 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Formation and operating cost |  | $ | 619,518 |  |  | $ | (120,089 | ) |  | $ | 499,429 |
Operating loss |  |  | 619,518 |  |  |  | (120,089 | ) |  |  | 499,429 |
Loss before income tax |  |  | (246,370 | ) |  |  | 120,089 |  |  |  | (126,281 | )
Net loss |  |  | (276,230 | ) |  |  | 120,089 |  |  |  | (156,141 | )
Class A common stock - basic and diluted net loss per share |  |  | (0.01 | ) |  |  | 0.01 |  |  |  | - |
Class B common stock - basic and diluted net loss per share |  |  | (0.01 | ) |  |  | 0.01 |  |  |  | - |
Statement of operations for the six months June 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Formation and operating cost |  | $ | 1,275,111 |  |  | $ | (282,008 | ) |  | $ | 993,103 |
Operating loss |  |  | 1,275,111 |  |  |  | (282,008 | ) |  |  | 993,103 |
Loss before income tax |  |  | (875,197 | ) |  |  | 282,008 |  |  |  | (593,189 | )
Net loss |  |  | (905,058 | ) |  |  | 282,008 |  |  |  | (623,050 | )
Class A common stock - basic and diluted net loss per share |  |  | (0.03 | ) |  |  | 0.01 |  |  |  | (0.02 | )
Class B common stock - basic and diluted net loss per share |  |  | (0.03 | ) |  |  | 0.01 |  |  |  | (0.02 | )
Statement of cash flows for the six months ended June 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (905,058 | ) |  | $ | 282,008 |  |  | $ | (623,050 | )
Change in prepaid expenses |  |  | 534,070 |  |  |  | (282,008 | ) |  |  | 252,062 |
September 30, 2022 balance sheet |  |  |  |  |  |  |  |  |  |  |  |
Prepaid expenses |  | $ | 182,315 |  |  | $ | 408,842 |  |  | $ | 591,157 |
Total current assets |  |  | 1,704,182 |  |  |  | 408,842 |  |  |  | 2,113,024 |
Total assets |  |  | 284,382,102 |  |  |  | 408,842 |  |  |  | 284,790,944 |
Accumulated Deficit |  |  | (7,702,087 | ) |  |  | 408,842 |  |  |  | (7,293,245 | )
Total Stockholders’ Deficit |  |  | (7,701,397 | ) |  |  | 408,842 |  |  |  | (7,292,555 | )
Total Liabilities, Temporary Equity and Stockholders’ Deficit |  |  | 284,382,102 |  |  |  | 408,842 |  |  |  | 284,790,944 |
Statement of changes in stockholders’ deficit for the nine months ended September 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (784,272 | ) |  | $ | 408,842 |  |  | $ | (375,430 | )
Accumulated Deficit - September 30, 2022 |  |  | (7,702,087 | ) |  |  | 408,842 |  |  |  | (7,293,245 | )
Total Stockholders’ Deficit |  |  | (7,701,397 | ) |  |  | 408,842 |  |  |  | (7,292,555 | )
Statement of operations for the three months September 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Formation and operating cost |  | $ | 489,430 |  |  | $ | (126,834 | ) |  | $ | 362,596 |
Operating loss |  |  | (489,430 | ) |  |  | 126,834 |  |  |  | (362,596 | )
Income (loss) before income tax |  |  | 267,393 |  |  |  | 126,834 |  |  |  | 394,227 |
Net income |  |  | 120,785 |  |  |  | 126,834 |  |  |  | 247,619 |
Class A common stock - basic and diluted net loss per share |  |  | — |  |  |  | 0.01 |  |  |  | 0.01 |
Class B common stock - basic and diluted net loss per share |  |  | — |  |  |  | 0.01 |  |  |  | 0.01 |
Statement of operations for the nine months September 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Formation and operating cost |  | $ | 1,764,541 |  |  | $ | (408,842 | ) |  | $ | 1,355,699 |
Operating loss |  |  | (1,764,541 | ) |  |  | 408,842 |  |  |  | (1,355,699 | )
Income (loss) before income tax |  |  | (607,804 | ) |  |  | 408,842 |  |  |  | (198,962 | )
Net loss |  |  | (784,272 | ) |  |  | 408,842 |  |  |  | (375,430 | )
Class A common stock - basic and diluted net loss per share |  |  | (0.02 | ) |  |  | 0.01 |  |  |  | (0.01 | )
Class B common stock - basic and diluted net loss per share |  |  | (0.02 | ) |  |  | 0.01 |  |  |  | (0.01 | )
Statement of cash flows for the nine months ended September 30, 2022 |  |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (784,272 | ) |  | $ | 408,842 |  |  | $ | (375,430 | )
Change in prepaid expenses |  |  | 811,292 |  |  |  | (408,842 | ) |  |  | 402,450 |

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