XML 31 R21.htm IDEA: XBRL DOCUMENT v3.23.1
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 10 Months Ended
Jan. 31, 2023
Aug. 09, 2022
Mar. 31, 2022
Mar. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]          
Entity incorporation, date of incorporation       Mar. 11, 2022  
Shares issued price per share       $ 1.17  
Number of new shares issued [1]     $ 25,000    
Cash     217,348 $ 217,348 $ 485,564
Working capital       191,841  
Accumulated deficit       3,733,516 3,359,028
Loss from operations     339 388,447  
Net cash used in operating activities     $ 393,819  
Post Business Combination [Member]          
Property, Plant and Equipment [Line Items]          
Business acquisition percentage       50.00%  
Affiliate Sponsor [Member]          
Property, Plant and Equipment [Line Items]          
Business acquisition, equity interest issued       $ 1,500,000  
SBC Medical Group Holdings LLC [Member] | Merger Agreement [Member]          
Property, Plant and Equipment [Line Items]          
Business acquisition, description of acquired entity (a) $1,200,000,000, minus (b) the amount, if any, by which $3,000,000 exceeds SBC’s Net Working Capital, plus (c) the amount, if any, by which SBC’s Net Working Capital exceeds $3,000,000, minus (d) the aggregate amount of any outstanding indebtedness (minus cash held by SBC) of SBC at Closing, minus (e) specified transaction expenses of SBC associated with the Business Combination.        
Minimum [Member]          
Property, Plant and Equipment [Line Items]          
Percentage of fair market value       80.00%  
Business combination, recognized identifiable assets acquired       $ 5,000,001  
Common Class A [Member]          
Property, Plant and Equipment [Line Items]          
Proceeds from issuance initial public offering         $ 115,000,000
Business combination initial public offering, description       In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.  
IPO [Member]          
Property, Plant and Equipment [Line Items]          
Number of new shares issued   11,500,000      
Sale of stock, number of shares issued in transaction   11,500,000      
Sale of stock price per share       $ 10.00  
Sale of stock consideration received per transaction   $ 117,875,000      
Shares issued price per share   $ 10.25   $ 10.25  
Payments of stock issuance costs   $ 6,637,645      
Payments for underwriting expense   1,955,000      
Deferred offering costs   4,025,000      
Number of new shares issued   67,275      
Other stock issuance related costs   $ 590,370      
Business combination initial public offering, description       the Company had until 9 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to nine one month extensions subject to satisfaction of certain conditions, including the deposit of $379,500 ($0.033 per unit) for such one month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the Amended and Restated Certificate of Incorporation) from the closing of the Initial Public Offering to consummate a business combination (the “Combination Period”). On May 8, 2023, the Company filed an amendment to the Third Amended and Restated Certificate of Incorporation of the Company (i) to extend the Combination Period from May 9, 2023 to February 9, 2024 for no additional amount to be paid by the Sponsor into the Trust Account and (ii) to provide for the right of a holder of Class B common stock to convert such shares into shares of Class A common stock on a one-for-one basis prior to the closing of a business combination at the election of the holder If the Company is unable to complete a business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.  
IPO [Member] | Common Class A [Member]          
Property, Plant and Equipment [Line Items]          
Number of new shares issued       57,500  
Over-Allotment Option [Member]          
Property, Plant and Equipment [Line Items]          
Sale of stock, number of shares issued in transaction   63,000      
Proceeds from issuance initial public offering   $ 115,000,000      
Over-Allotment Option [Member] | Common Class A [Member]          
Property, Plant and Equipment [Line Items]          
Sale of stock, number of shares issued in transaction   1,500,000      
Private Placement [Member]          
Property, Plant and Equipment [Line Items]          
Sale of stock, number of shares issued in transaction   634,375     63,000
Sale of stock price per share   $ 10.00      
Proceeds from Issuance of Private Placement   $ 6,343,750      
[1] Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The underwriters exercised their over-allotment option in full on August 9, 2022; thus, no shares of common stock remain subject to forfeiture as of August 9, 2022 (see Note 5).