RELATED PARTY TRANSACTIONS	12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS Sponsor Shares On March 16, 2021, our Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. Prior to the effective date of our registration statement, the Company entered into agreements with its directors in connection with their board service and certain members of its advisory board in connection with their advisory board service for its sponsor to transfer an aggregate of 277,576 of its founder shares to the Company’s directors for no cash consideration and an aggregate of 60,000 of its founder shares to certain members of the Company’s advisory board for no cash consideration, for a total of 337,576 shares, approximating the fair value of the shares on such date, or $34. The shares were subsequently transferred prior to the effectiveness of the Company’s registration statement. The founder shares do not have redemption rights and will be worthless unless the Company consummates its Initial Business Combination. Private Placement Warrants Our Sponsor purchased from us an aggregate of 10,900,000 Private Placement Warrants at a purchase price of $0.50 per warrant, or $5,450,000 in the aggregate, in a private placement that closed simultaneously with the closing of the Initial Public Offering. A portion of the proceeds we received from the purchase equal to $3,450,000 was placed in the Trust Account so that at least $10.10 per share sold to the public in the Initial Public Offering is held in trust. As previously disclosed, on December 5, 2022, the Company issued an unsecured promissory note in the principal amount of $750,000 (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $750,000 in connection with the extension of the date (the “Termination Date”) by which the Company must consummate an Initial Business Combination. The Extension Note does not bear interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) the Company’s liquidation. In the event that the Company does not consummate an Initial Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. Upon the consummation of an Initial Business Combination, the Sponsor may elect to convert any portion or all of the amount outstanding under the Extension Note into private warrants to purchase shares of the Company’s Common Stock at a conversion price of $0.50 per private warrant. Such private warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the Initial Public Offering. Related Party Advances In order to finance transaction costs in connection with an Initial Business Combination, the Sponsor advanced funds to the Company totaling $220,317 in 2021. As of December 31, 2022 and 2021, $0 was outstanding under such advances. Promissory Note – Related Party Based upon the December 5, 2022 Note, upon the consummation of an Initial Business Combination, the Sponsor may elect to convert any portion or all of the amount outstanding under the Promissory Note into private warrants to purchase shares of the Company’s common stock, at a conversion price of $0.50 per Private Warrant. Such Private Warrants will be identical to the private placement warrants issued to the Sponsor at the time of the Initial Public Offering. The Company analyzed the conversion feature of the Note into Private Warrants under ASC 815, Derivatives and Hedging, ASC 450, Contingencies, ASC 480, Distinguishing Liabilities from Equity and ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). Prior to any Business Combination, the outstanding amounts under the Note are recorded as a liability on the balance sheet. The conversion feature for any such outstanding amounts requires liability treatment on the balance sheet and should be recorded at fair value with changes to the fair value being recorded through the income statement. Once converted, the Private Warrants, being identical to the Public Warrants, will be classified under equity treatment. However, given that the fair value of such conversion feature is not material as of the first drawdown date, or December 5, 2022, and the reporting date, or December 31, 2022, management has not recorded any such adjustment to the Company’s financial statements. On March 16, 2021, the Company issued an unsecured promissory note to the Sponsor (extended by amendment in March 2022 to the consummation of an initial business combination) (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $0 was outstanding under the Promissory Note as of December 31, 2021 and 2022. On February 14, 2023, the Company effected the first drawdown of $38,000 under the Promissory Note. On February 21, 2023, the Company effected the second drawdown of $10,000 under the Promissory Note. On March 15, 2023, the Company effected the third drawdown of $58,500 under the Promissory Note. On March 28, 2023, the Company effected the fourth drawdown of $16,500 under the Promissory Note. The Promissory Note is non-interest bearing and payable on the date on which the Company consummates its Initial Business Combination. The Sponsor may elect to convert any portion or all of the amount outstanding under this Promissory Note into Private Placement Warrants to purchase shares of common stock of the Company at a conversion price of $0.50 per warrant, and each warrant will entitle the holder to acquire one-half share of the Company’s common stock at an exercise price of $11.50 per share, commencing on the date of the Initial Business Combination of the Company, and otherwise on the terms of the Private Placement Warrants. Administrative Support Agreement The Company entered into an agreement to pay our Sponsor a monthly fee of $10,000 for office space, secretarial, and administrative support services provided to the Company beginning in September 2021 and continuing monthly until the earlier of the completion of an Initial Business Combination or the Company’s liquidation. As of December 31, 2022, $107,000 is owed to the Sponsor under this agreement.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2022

NOTE 5 – RELATED PARTY TRANSACTIONS

Sponsor Shares

On March 16, 2021, our Sponsor purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000.

Prior to the effective date of our registration statement, the Company entered into agreements with its directors in connection with their board service and certain members of its advisory board in connection with their advisory board service for its sponsor to transfer an aggregate of 277,576 of its founder shares to the Company’s directors for no cash consideration and an aggregate of 60,000 of its founder shares to certain members of the Company’s advisory board for no cash consideration, for a total of 337,576 shares, approximating the fair value of the shares on such date, or $34. The shares were subsequently transferred prior to the effectiveness of the Company’s registration statement. The founder shares do not have redemption rights and will be worthless unless the Company consummates its Initial Business Combination.

Private Placement Warrants

Our Sponsor purchased from us an aggregate of 10,900,000 Private Placement Warrants at a purchase price of $0.50 per warrant, or $5,450,000 in the aggregate, in a private placement that closed simultaneously with the closing of the Initial Public Offering. A portion of the proceeds we received from the purchase equal to $3,450,000 was placed in the Trust Account so that at least $10.10 per share sold to the public in the Initial Public Offering is held in trust.

As previously disclosed, on December 5, 2022, the Company issued an unsecured promissory note in the principal amount of $750,000 (the “Extension Note”) to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $750,000 in connection with the extension of the date (the “Termination Date”) by which the Company must consummate an Initial Business Combination. The Extension Note does not bear interest and matures upon the earlier of (a) the closing of an Initial Business Combination and (b) the Company’s liquidation. In the event that the Company does not consummate an Initial Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. Upon the consummation of an Initial Business Combination, the Sponsor may elect to convert any portion or all of the amount outstanding under the Extension Note into private warrants to purchase shares of the Company’s Common Stock at a conversion price of $0.50 per private warrant. Such private warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the Initial Public Offering.

Related Party Advances

In order to finance transaction costs in connection with an Initial Business Combination, the Sponsor advanced funds to the Company totaling $220,317 in 2021. As of December 31, 2022 and 2021, $0 was outstanding under such advances.

Promissory Note – Related Party

Based upon the December 5, 2022 Note, upon the consummation of an Initial Business Combination, the Sponsor may elect to convert any portion or all of the amount outstanding under the Promissory Note into private warrants to purchase shares of the Company’s common stock, at a conversion price of $0.50 per Private Warrant. Such Private Warrants will be identical to the private placement warrants issued to the Sponsor at the time of the Initial Public Offering. The Company analyzed the conversion feature of the Note into Private Warrants under ASC 815, Derivatives and Hedging, ASC 450, Contingencies, ASC 480, Distinguishing Liabilities from Equity and ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).

Prior to any Business Combination, the outstanding amounts under the Note are recorded as a liability on the balance sheet. The conversion feature for any such outstanding amounts requires liability treatment on the balance sheet and should be recorded at fair value with changes to the fair value being recorded through the income statement. Once converted, the Private Warrants, being identical to the Public Warrants, will be classified under equity treatment. However, given that the fair value of such conversion feature is not material as of the first drawdown date, or December 5, 2022, and the reporting date, or December 31, 2022, management has not recorded any such adjustment to the Company’s financial statements.

On March 16, 2021, the Company issued an unsecured promissory note to the Sponsor (extended by amendment in March 2022 to the consummation of an initial business combination) (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000, of which $0 was outstanding under the Promissory Note as of December 31, 2021 and 2022. On February 14, 2023, the Company effected the first drawdown of $38,000 under the Promissory Note. On February 21, 2023, the Company effected the second drawdown of $10,000 under the Promissory Note. On March 15, 2023, the Company effected the third drawdown of $58,500 under the Promissory Note. On March 28, 2023, the Company effected the fourth drawdown of $16,500 under the Promissory Note. The Promissory Note is non-interest bearing and payable on the date on which the Company consummates its Initial Business Combination. The Sponsor may elect to convert any portion or all of the amount outstanding under this Promissory Note into Private Placement Warrants to purchase shares of common stock of the Company at a conversion price of $0.50 per warrant, and each warrant will entitle the holder to acquire one-half share of the Company’s common stock at an exercise price of $11.50 per share, commencing on the date of the Initial Business Combination of the Company, and otherwise on the terms of the Private Placement Warrants.

Administrative Support Agreement

The Company entered into an agreement to pay our Sponsor a monthly fee of $10,000 for office space, secretarial, and administrative support services provided to the Company beginning in September 2021 and continuing monthly until the earlier of the completion of an Initial Business Combination or the Company’s liquidation. As of December 31, 2022, $107,000 is owed to the Sponsor under this agreement.