COMMITMENTS AND CONTINGENCIES	3 Months Ended
Mar. 31, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder’s Rights Pursuant to a registration rights agreement entered into on March 28, 2023, the holders of the Founder Shares, Placement Units and any unit that may be issued upon conversion of the Working Capital Loans (and any underlying shares of Class A common stock) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company 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 registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 900,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On March 31, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase an additional 900,000 Units at a price of $10.00 per Unit. The underwriter were also entitled to a cash underwriting discount of $0.15 per Unit, or $1,035,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.30 per Unit, or $2,070,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Engagement Letter, Advisory Agreement and Advisory Fee In June 2022 and as amended on March 8, 2023, the Company entered into an engagement letter with LifeSci Capital LLC in connection with the Initial Public Offering. The engagement letter will be in effect for an initial period of six (6) months or such other time period as mutually agreed in writing. In addition to the above discounts and fees paid to the underwriters under the terms of the engagement letter, upon the consummation of the initial business combination, the Company entered into an advisor agreement. Pursuant to the advisory agreement entered into in September 2022 and as amended on March 8, 2023, the Company has agreed to pay to the underwriters fees equal to one and one half (1.5%) percent of the total consideration in the form of equity interests in the entity that survives any such Business Combination in exchange for the provision by the underwriters of certain services relating to the initial Business Combination.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2023

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration and Stockholder’s Rights

Pursuant to a registration rights agreement entered into on March 28, 2023, the holders of the Founder Shares, Placement Units and any unit that may be issued upon conversion of the Working Capital Loans (and any underlying shares of Class A common stock) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company 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 registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 900,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On March 31, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase an additional 900,000 Units at a price of $10.00 per Unit.

The underwriter were also entitled to a cash underwriting discount of $0.15 per Unit, or $1,035,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.30 per Unit, or $2,070,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Engagement Letter, Advisory Agreement and Advisory Fee

In June 2022 and as amended on March 8, 2023, the Company entered into an engagement letter with LifeSci Capital LLC in connection with the Initial Public Offering. The engagement letter will be in effect for an initial period of six (6) months or such other time period as mutually agreed in writing. In addition to the above discounts and fees paid to the underwriters under the terms of the engagement letter, upon the consummation of the initial business combination, the Company entered into an advisor agreement. Pursuant to the advisory agreement entered into in September 2022 and as amended on March 8, 2023, the Company has agreed to pay to the underwriters fees equal to one and one half (1.5%) percent of the total consideration in the form of equity interests in the entity that survives any such Business Combination in exchange for the provision by the underwriters of certain services relating to the initial Business Combination.