GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS	12 Months Ended
Dec. 31, 2022
Going Concern And Managements Liquidity Plans
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS	NOTE 3 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2022, the Company had $88,247 in its operating bank account and a working capital deficit of $248,849. Our liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from advances from a related party, our Sponsor, and from the issuance of common stock. Subsequent to the consummation of the Initial Public Offering, liquidity was satisfied through the net proceeds from the consummation of the Initial Public Offering and the proceeds from the Sponsor’s purchase of Company Private Placement Warrants held outside of our Trust Account. For the year ended December 31, 2022, our net loss was $226,632 and cash used in operating activities was $534,243 mainly due to cash paid for professional services, including legal, financial reporting, accounting and auditing compliance expenses. We intend to use the funds held outside the trust account, in addition to additional funds we may borrow under the Promissory Note, primarily to pay corporate filing and compliance expenses, 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, structure, negotiate and complete a business combination. Per the terms of the Extension Note, funds available under such note are not restricted for use for extension payments. Based on these available funds outside of the trust account, the Promissory Note and the Extension Note, while we expect that we will have sufficient liquidity through the earlier of the consummation of an initial business combination and June 17, 2023, the actual expenses incurred up to such date may be higher than expected and materially exceed the funds available to us. The accompanying financial statements have been prepared on the basis that we will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2022, we had not commenced any operations. All activity for the period from March 1, 2021 (inception) through December 31, 2021 relates to our formation and the Initial Public Offering. All activity for the fiscal year ended December 31, 2022 relates to identifying a target company for a business combination. We will not generate any operating revenues until after the completion of its initial business combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. Our ability to commence operations is contingent upon consummating a business combination. Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed. Furthermore, our ability to consummate our initial business combination within the contractual time period is uncertain. We have three months from March 2023 to consummate our business combination with the available extensions, which is 21 months from the closing of our Initial Public Offering, or until June 17, 2023. There is no assurance that we will successfully consummate a business combination by June 17, 2023. Assuming that expenses leading up to the consummation of a business combination do not materially increase and our current available funds outside of the trust account, as well as the approximate amount of $177,000 still available to us under the Promissory Note, we expect that we will have sufficient liquidity through to an initial business combination by such date. To the extent we are unable to consummate a business combination, we will need to pay the costs of liquidation as well from these funds. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses. Based on these circumstances, management has determined that there is substantial doubt about our ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation date within one year.

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

12 Months Ended

Dec. 31, 2022

Going Concern And Managements Liquidity Plans

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

NOTE 3 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of December 31, 2022, the Company had $88,247 in its operating bank account and a working capital deficit of $248,849. Our liquidity needs prior to the consummation of the Initial Public Offering had been satisfied through proceeds from advances from a related party, our Sponsor, and from the issuance of common stock. Subsequent to the consummation of the Initial Public Offering, liquidity was satisfied through the net proceeds from the consummation of the Initial Public Offering and the proceeds from the Sponsor’s purchase of Company Private Placement Warrants held outside of our Trust Account. For the year ended December 31, 2022, our net loss was $226,632 and cash used in operating activities was $534,243 mainly due to cash paid for professional services, including legal, financial reporting, accounting and auditing compliance expenses. We intend to use the funds held outside the trust account, in addition to additional funds we may borrow under the Promissory Note, primarily to pay corporate filing and compliance expenses, 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, structure, negotiate and complete a business combination. Per the terms of the Extension Note, funds available under such note are not restricted for use for extension payments. Based on these available funds outside of the trust account, the Promissory Note and the Extension Note, while we expect that we will have sufficient liquidity through the earlier of the consummation of an initial business combination and June 17, 2023, the actual expenses incurred up to such date may be higher than expected and materially exceed the funds available to us.

The accompanying financial statements have been prepared on the basis that we will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2022, we had not commenced any operations. All activity for the period from March 1, 2021 (inception) through December 31, 2021 relates to our formation and the Initial Public Offering. All activity for the fiscal year ended December 31, 2022 relates to identifying a target company for a business combination. We will not generate any operating revenues until after the completion of its initial business combination, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. Our ability to commence operations is contingent upon consummating a business combination. Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. Although management has been successful to date in raising necessary funding, there can be no assurance that any required future financing can be successfully completed. Furthermore, our ability to consummate our initial business combination within the contractual time period is uncertain. We have three months from March 2023 to consummate our business combination with the available extensions, which is 21 months from the closing of our Initial Public Offering, or until June 17, 2023. There is no assurance that we will successfully consummate a business combination by June 17, 2023. Assuming that expenses leading up to the consummation of a business combination do not materially increase and our current available funds outside of the trust account, as well as the approximate amount of $177,000 still available to us under the Promissory Note, we expect that we will have sufficient liquidity through to an initial business combination by such date. To the extent we are unable to consummate a business combination, we will need to pay the costs of liquidation as well from these funds. If such funds are insufficient, our sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses. Based on these circumstances, management has determined that there is substantial doubt about our ability to continue as a going concern due to the uncertainty of liquidity requirements and the mandatory liquidation date within one year.