Commitments and Contingencies	9 Months Ended
Sep. 30, 2023
Commitments and Contingencies
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination and Related Agreements On June 13, 2022, the Company entered into several agreements relating to the acquisition of Excelera. All agreements with and relating to the acquisition of Excelera (collectively, the “Excelera Business Combination Agreements”) were subsequently terminated and are of no further force or effect. Underwriting Agreement and Advisory Fees The Company paid an underwriting discount of 2.0% of the per Unit offering price to Cantor Fitzgerald & Co at the closing of the Initial Public Offering, with an additional fee of 4.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination, of which $8,700,000 will be paid to Cantor Fitzgerald & Co and $300,000 will be paid to Roth Capital Partners, LLC, an independent financial advisor to the Company (the “Original Underwriting Agreement”). On June 13, 2022, the Company and Cantor Fitzgerald & Co entered into an amendment to the Original Underwriting Agreement, exclusively with respect to closing a Business Combination with Excelera, whereby Cantor will accept 272,727 unrestricted shares of common stock (the “Deferred Stock Consideration”) in exchange for reducing the cash portion of deferred underwriting fees to $5,700,000. During the quarter ended June 30, 2022, the Company recognized a reduction of accrued underwriting fees and a decrease in accumulated deficit by $302,730 to reflect the difference between the fair value of the Deferred Stock Consideration at June 30,2022, as compared to the $3,000,000 deferred underwriting fees expected to be satisfied by issuance of the Stock Consideration rather than cash. For the three months ended September 30, 2022, the Company recognized an expense and corresponding increase of $32,727 in deferred underwriting fees to reflect the change in fair value of the Deferred Stock Consideration. The Company will remeasure the fair value of the Deferred Stock Consideration as of each subsequent quarterly period end date. Effective October 31, 2022, the amendment to the Original Underwriting Agreement was terminated in conjunction with termination of the Excelera Business Combination Agreements. Special Warrant Agreement On March 28, 2023, the Company completed the issuance of 1,591,537 warrants (the “Non-Redemption Warrants”) to the public holders of record of the Company’s common stock as of the record date of March 21, 2023. In connection with such issuance, the Company entered into a Special Warrant Agreement with Continental Stock Transfer & Trust Company pursuant to which each Non-Redemption Warrant will entitle the holder to purchase one share of the Company’s common stock at an exercise price of $10.00 per share following the closing of the Company’s initial business combination and prior to December 31, 2028. The Non-Redemption Warrants include an antidilution feature wherein the exercise price will be adjusted on the second anniversary of closing the Company’s initial business combination (the “Adjustment Date”) to the lower of $10.00 or the volume weighted average price of the Company’s common stock during the five trading days immediately preceding the Adjustment Date (See Note 6). The Company estimated the aggregate fair value of the 1,591,537 Non-Redemption Warrants attributable to the stockholders to be $133 or less than $0.01 per share. As such, management has concluded that the fair value of the Non-Redemption Warrants is de minimis and therefore no adjustment has been made to the financial statements.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Note 5 — Commitments and Contingencies

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination and Related Agreements

On June 13, 2022, the Company entered into several agreements relating to the acquisition of Excelera. All agreements with and relating to the acquisition of Excelera (collectively, the “Excelera Business Combination Agreements”) were subsequently terminated and are of no further force or effect.

Underwriting Agreement and Advisory Fees

The Company paid an underwriting discount of 2.0% of the per Unit offering price to Cantor Fitzgerald & Co at the closing of the Initial Public Offering, with an additional fee of 4.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination, of which $8,700,000 will be paid to Cantor Fitzgerald & Co and $300,000 will be paid to Roth Capital Partners, LLC, an independent financial advisor to the Company (the “Original Underwriting Agreement”). On June 13, 2022, the Company and Cantor Fitzgerald & Co entered into an amendment to the Original Underwriting Agreement, exclusively with respect to closing a Business Combination with Excelera, whereby Cantor will accept 272,727 unrestricted shares of common stock (the “Deferred Stock Consideration”) in exchange for reducing the cash portion of deferred underwriting fees to $5,700,000. During the quarter ended June 30, 2022, the Company recognized a reduction of accrued underwriting fees and a decrease in accumulated deficit by $302,730 to reflect the difference between the fair value of the Deferred Stock Consideration at June 30,2022, as compared to the $3,000,000 deferred underwriting fees expected to be satisfied by issuance of the Stock Consideration rather than cash. For the three months ended September 30, 2022, the Company recognized an expense and corresponding increase of $32,727 in deferred underwriting fees to reflect the change in fair value of the Deferred Stock Consideration. The Company will remeasure the fair value of the Deferred Stock Consideration as of each subsequent quarterly period end date. Effective October 31, 2022, the amendment to the Original Underwriting Agreement was terminated in conjunction with termination of the Excelera Business Combination Agreements.

Special Warrant Agreement

On March 28, 2023, the Company completed the issuance of 1,591,537 warrants (the “Non-Redemption Warrants”) to the public holders of record of the Company’s common stock as of the record date of March 21, 2023. In connection with such issuance, the Company entered into a Special Warrant Agreement with Continental Stock Transfer & Trust Company pursuant to which each Non-Redemption Warrant will entitle the holder to purchase one share of the Company’s common stock at an exercise price of $10.00 per share following the closing of the Company’s initial business combination and prior to December 31, 2028. The Non-Redemption Warrants include an antidilution feature wherein the exercise price will be adjusted on the second anniversary of closing the Company’s initial business combination (the “Adjustment Date”) to the lower of $10.00 or the volume weighted average price of the Company’s common stock during the five trading days immediately preceding the Adjustment Date (See Note 6). The Company estimated the aggregate fair value of the 1,591,537 Non-Redemption Warrants attributable to the stockholders to be $133 or less than $0.01 per share. As such, management has concluded that the fair value of the Non-Redemption Warrants is de minimis and therefore no adjustment has been made to the financial statements.