0001104659-23-040437 | S-4/A | XBRL Viewer | ROC Energy Acquisition Corp

INITIAL PUBLIC OFFERING	12 Months Ended
Dec. 31, 2022
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 18,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one right (“Public Right”). Each right entitles the holder thereof to receive one-tenth (1/10) of a share of common stock upon the consummation of a Business Combination (see Note 7). On December 9, 2021, the underwriter elected to fully exercise their over-allotment option, resulting in the sale of an additional 2,700,000 units at a price of $10.00 per Unit. The aggregate number of units sold was 20,700,000 for a total of $207,000,000.

INITIAL PUBLIC OFFERING

12 Months Ended

Dec. 31, 2022

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 18,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of common stock and one right (“Public Right”). Each right entitles the holder thereof to receive one-tenth (1/10) of a share of common stock upon the consummation of a Business Combination (see Note 7). On December 9, 2021, the underwriter elected to fully exercise their over-allotment option, resulting in the sale of an additional 2,700,000 units at a price of $10.00 per Unit. The aggregate number of units sold was 20,700,000 for a total of $207,000,000.

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2022
Document and Entity Information
Document Type	S-4/A
Amendment Description	Amendment No. 1
Entity Registrant Name	ROC Energy Acquisition Corp.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001884516
Amendment Flag	true

COMMITMENTS	12 Months Ended
Dec. 31, 2022
COMMITMENTS
COMMITMENTS	NOTE 6. COMMITMENTS Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus and the war in Ukraine could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on December 1, 2021, the holders of the Founder Shares, Representative Shares, Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of common stock (and underlying common stock) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters may only make a demand on one occasion and only during the 5-year period beginning on the effective date of the registration statement of which the Initial Public Offering forms a part. The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the units or shares issued in payment of working capital loans made to us can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of initial business combination’ provided, however, that the underwriters may participate in a “piggy-back” registration only during the 7-year period beginning on the effective date of the registration statement of which the Initial Public Offering forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company had granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 2,700,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 9, 2021, the underwriter’s elected to fully exercise the over-allotment option to purchase an additional 2,700,000 Public Shares at a price of $10.00 per Public Share. Representative Shares The Company had issued to EarlyBirdCapital, the underwriter, 180,000 representative founder (the “Representative Shares”) shares for nominal consideration, subsequently paid in October 2021. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until 30 days after the completion of the Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which the Initial Public Offering forms a part pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. The Company have granted the holders of these shares the registration rights. In compliance with FINRA Rule 5110(g)(8), the registration rights granted to the underwriters are limited to demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the Initial Public Offering with respect to the registration under the Securities Act and demand rights may only be exercised on one occasion. Business Combination Marketing Agreement The Company engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist in holding meetings with the stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Business Combination, assist in obtaining stockholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). In addition, the Company will pay EarlyBirdCapital a cash fee in an amount equal to 1.0% of the total consideration payable to the target in the Business Combination if EarlyBirdCapital introduces the target business with whom the Company completes the Business Combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the registration statement, unless such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110. In connection with the Merger Agreement on February 13, 2023, the Company has amended EarlyBirdCapital’s fees under the Business Combination Marketing Agreement from (i) 3.5% of the total gross proceeds raised in the initial public offering and (ii) 1% of the total consideration of an initial business combination transaction to a flat cash fee of $2,000,000 (See Note 10).

COMMITMENTS

12 Months Ended

Dec. 31, 2022

COMMITMENTS

COMMITMENTS

NOTE 6. COMMITMENTS

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the industry and has concluded that while it is reasonably possible that the virus and the war in Ukraine could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Registration Rights

Pursuant to a registration rights agreement entered into on December 1, 2021, the holders of the Founder Shares, Representative Shares, Placement Units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of common stock (and underlying common stock) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters may only make a demand on one occasion and only during the 5-year period beginning on the effective date of the registration statement of which the Initial Public Offering forms a part. The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the units or shares issued in payment of working capital loans made to us can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of initial business combination’ provided, however, that the underwriters may participate in a “piggy-back” registration only during the 7-year period beginning on the effective date of the registration statement of which the Initial Public Offering forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company had granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 2,700,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On December 9, 2021, the underwriter’s elected to fully exercise the over-allotment option to purchase an additional 2,700,000 Public Shares at a price of $10.00 per Public Share.

Representative Shares

The Company had issued to EarlyBirdCapital, the underwriter, 180,000 representative founder (the “Representative Shares”) shares for nominal consideration, subsequently paid in October 2021. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until 30 days after the completion of the Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any

tender offer) with respect to such shares in connection with the completion of the Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the registration statement of which the Initial Public Offering forms a part pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

The Company have granted the holders of these shares the registration rights. In compliance with FINRA Rule 5110(g)(8), the registration rights granted to the underwriters are limited to demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the Initial Public Offering with respect to the registration under the Securities Act and demand rights may only be exercised on one occasion.

Business Combination Marketing Agreement

The Company engaged EarlyBirdCapital as an advisor in connection with the Business Combination to assist in holding meetings with the stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities in connection with the Business Combination, assist in obtaining stockholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering (exclusive of any applicable finders’ fees which might become payable). In addition, the Company will pay EarlyBirdCapital a cash fee in an amount equal to 1.0% of the total consideration payable to the target in the Business Combination if EarlyBirdCapital introduces the target business with whom the Company completes the Business Combination; provided that the foregoing fee will not be paid prior to the date that is 60 days from the effective date of the registration statement, unless such payment would not be deemed underwriters’ compensation in connection with the Initial Public Offering pursuant to FINRA Rule 5110.

In connection with the Merger Agreement on February 13, 2023, the Company has amended EarlyBirdCapital’s fees under the Business Combination Marketing Agreement from (i) 3.5% of the total gross proceeds raised in the initial public offering and (ii) 1% of the total consideration of an initial business combination transaction to a flat cash fee of $2,000,000 (See Note 10).

INCOME TAX

12 Months Ended

Dec. 31, 2022

INCOME TAX

INCOME TAX

NOTE 8. INCOME TAX

The Company did not have any significant deferred tax assets or liabilities as of December 31, 2022 and 2021.

The Company’s net deferred tax assets are as follows:


	December 31,		December 31,
	2022		2021
Deferred tax asset
Net operating loss carryforward	$	—	$	10,390
Organizational costs/Startup expenses		265,273		39,040
Unrealized gain/loss		(91,572)		—
Total deferred tax asset		173,701		49,430
Valuation allowance		(265,273)		(49,430)
Deferred tax asset, net of allowance	$	(91,572)	$	—

The income tax provision consists of the following:


	December 31,		December 31,
	2022		2021
Federal
Current	$	454,473	$	—
Deferred		(124,271)		(49,430)

State
Current	$	—	$	—
Deferred		—		—
Change in valuation allowance		215,843		49,430
Income tax provision	$	546,045	$	—

As of December 31, 2022 and 2021, the Company has $0 and $49,477 of U.S. federal and state net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from September 2, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $215,843 and $49,430, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:


	December 31,		December 31,
	2022		2021
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Change in valuation allowance	13.8	%	(21.0)	%
Income tax provision	34.8	%	—	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

INCOME TAX - Income Tax Provision (Details) - USD ($)	4 Months Ended	12 Months Ended
INCOME TAX - Income Tax Provision (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Federal
Current		$ 454,473
Deferred	$ (49,430)	(124,271)
Change in valuation allowance	$ 49,430	215,843
Income tax provision		$ 546,045

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

12 Months Ended

Dec. 31, 2022

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

ROC Energy Acquisition Corp. (the “Company”) is a newly incorporated blank check company incorporated as a Delaware corporation on September 2, 2021. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more target businesses (the “Business Combination”).

As of December 31, 2022, the Company had not commenced any operations. All activity for the period from September 2, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statements for the Company’s Initial Public Offering were declared effective on December 1, 2021. On December 6, 2021, the Company consummated the Initial Public Offering of 18,000,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $180,000,000, which is described in Note 3. An additional $1,800,000 was funded by proceeds of the sale of Private Placement Units (as defined below) to ROC Energy Holdings, LLC which resulted in a total balance in the Trust Account of $181,800,000.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 715,000 Units (each, a “Private Placement Unit”) at a price of $10.00 per Private Placement Unit in a private placement to ROC Energy Holdings, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $7,150,000, which is described in Note 4.

On December 9, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 2,700,000 Units issued for an aggregate amount of $27,000,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 81,000 Private Placement Units at $10.00 per Private Placement Unit, generating total proceeds of $27,810,000. A total of $27,270,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $209,070,000.

Transaction costs amounted to $4,012,520, consisting of $3,600,000 of underwriting fees and $412,520 of other offering costs. In addition, cash of $1,509,600 was held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes. On December 9, 2021, due to the full exercise of the overallotment option by the underwriters, additional transaction costs amounted to $540,000, consisting of cash underwriting fees. A total of $27,270,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $209,070,000.

Following the closing of the Initial Public Offering on December 6, 2021, and the over-allotment on December 9, 2021, an amount of $209,070,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of the Business Combination and after payment of underwriters’ fees and commissions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until December 6, 2022, 12 months from the closing of the Initial Public Offering to complete a Business Combination (or until June 6, 2023, 18 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination in full) (the “Combination Period”). If the Company has not completed 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 not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of permitted withdrawals and less up to $100,000 of interest to pay dissolution expenses), 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 liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If the Company anticipates that it may not be able to consummate the Business Combination by December 6, 2022, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months or until June 6, 2023, to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. Pursuant to the terms of the Certificate of Incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company, in order for the time available for the Company to consummate the Business Combination to be extended, the Sponsor or its affiliates or designees, upon

five days advance notice prior to the applicable deadline, deposit $2,070,000 ($0.10 per unit), on or prior to the date of the applicable deadline, for each of the available three month extensions providing a total possible Business Combination period of 18 months at a total payment value of $4,140,000 ($0.20 per unit). Any such payments would be made in the form of non-interest bearing loans. If the Company completes the Business Combination, the Company, at the option of the Sponsor, repay such loaned amounts out of the proceeds of the Trust Account released to the Company or convert a portion or all of the total loan amount into Units at a price of $10.00 per Unit, which Units will be identical to the Private Placement Units. If the Company does not complete a Business Combination, the Company will repay such loans only from funds held outside of the Trust Account. The stockholders will not be entitled to vote or redeem their shares in connection with any such extension.

On December 2, 2022, the Company extended the date by which the Company has to consummate a business combination from December 6, 2022 to March 6, 2023 (the “Extension”). The Extension is the first of two three-month extensions permitted under the Company’s governing documents. On December 6, 2022, the Company issued a promissory note, as described in Note 5, in the principal amount of $2,070,000 (the “Extension Payment”) to an affiliate of the Company’s Sponsor in connection with the Extension.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has until June 6, 2023, to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate an initial Business Combination by this time. If an initial Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. Management has determined that the liquidity condition and mandatory liquidation, should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 6, 2023.

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2022

INCOME TAX

Schedule of significant components of the company's deferred tax assets


	December 31,		December 31,
	2022		2021
Deferred tax asset
Net operating loss carryforward	$	—	$	10,390
Organizational costs/Startup expenses		265,273		39,040
Unrealized gain/loss		(91,572)		—
Total deferred tax asset		173,701		49,430
Valuation allowance		(265,273)		(49,430)
Deferred tax asset, net of allowance	$	(91,572)	$	—

Schedule of income tax provision


	December 31,		December 31,
	2022		2021
Federal
Current	$	454,473	$	—
Deferred		(124,271)		(49,430)

State
Current	$	—	$	—
Deferred		—		—
Change in valuation allowance		215,843		49,430
Income tax provision	$	546,045	$	—

Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate


	December 31,		December 31,
	2022		2021
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Change in valuation allowance	13.8	%	(21.0)	%
Income tax provision	34.8	%	—	%

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock subject to possible redemption
Common stock subject to possible redemption	20,700,000	20,700,000
Common stock subject to possible redemption, redemption price per share	$ 10.30	$ 10.10
Common stock not subject to possible redemption
Common stock, shares issued	6,151,000	6,151,000
Common stock, shares outstanding	6,151,000	6,151,000

INCOME TAX - Deferred Tax (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax asset
Net operating loss carryforward		$ 10,390
Organizational costs/Startup expenses	$ 265,273	39,040
Unrealized gain/loss	(91,572)
Total deferred tax asset	173,701	49,430
Valuation allowance	(265,273)	$ (49,430)
Deferred tax asset, net of allowance	$ (91,572)

INITIAL PUBLIC OFFERING (Details) - USD ($)				12 Months Ended
INITIAL PUBLIC OFFERING (Details) - USD ($)	Dec. 09, 2021	Dec. 09, 2021	Dec. 06, 2021	Dec. 31, 2021	Dec. 31, 2022
INITIAL PUBLIC OFFERING
Shares issued price per share					$ 10.10
Proceeds from issuance initial public offering				$ (207,000,000)
Initial Public Offering and Over Allotment Option
INITIAL PUBLIC OFFERING
Number of units issued		20,700,000
Proceeds from issuance initial public offering		$ 207,000,000
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units issued			18,000,000
Shares issued price per share			$ 10.00
Number of shares included in each unit			1
Number of rights included in each unit			1
Number of shares issuable per right			0.1
Proceeds from issuance initial public offering			$ 180,000,000
Over-allotment option
INITIAL PUBLIC OFFERING
Number of units issued	2,700,000		2,700,000
Shares issued price per share	$ 10.00	$ 10.00
Proceeds from issuance initial public offering	$ 27,000,000

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - shares	Dec. 31, 2021	Dec. 09, 2021
Private Placement Warrants
Number of warrants to purchase shares issued	796,000	81,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of common stock subject to possible redemption


Gross proceeds	$	207,000,000
Less:
Proceeds allocated to Public Rights	$	(17,595,000)
Common stock issuance costs	$	(4,552,520)
Plus:
Remeasurement of carrying value to redemption value	$	24,217,520
Common stock subject to possible redemption, December 31, 2021		209,070,000
Plus:
Remeasurement of carrying value to redemption value		4,113,552
Common stock subject to possible redemption, December 31, 2022	$	213,183,552

Reconciliation of Net income (loss) per share of common stock


			For The Period from
			September 2, 2021
	For the Year Ended		(Inception) Through
	December 31, 2022		December 31, 2021
	Common Stock		Common Stock
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss) as adjusted	$	1,015,702	$	(235,380)
Denominator:
Basic and diluted weighted average shares outstanding		26,851,000		9,182,858
Basic and diluted net income (loss) per common share	$	0.04	$	(0.03)

INCOME TAX - Effective Tax Rate (Details)	4 Months Ended	12 Months Ended
INCOME TAX - Effective Tax Rate (Details)	Dec. 31, 2021	Dec. 31, 2022
INCOME TAX
Statutory federal income tax rate (in percent)	21.00%	21.00%
State taxes, net of federal tax benefit (in percent)	0.00%	0.00%
Change in valuation allowance (in percent)	(21.00%)	13.80%
Income tax provision (in percent)		34.80%

STATEMENTS OF CASH FLOWS - USD ($)	4 Months Ended	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (235,380)	$ 1,015,702
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income from investments held in Trust Account	(16,874)	(2,843,649)
Changes in operating assets and liabilities:
Prepaid expenses		(170,503)
Prepaid income taxes		(4,527)
Accounts payable and accrued expenses	239,254	244,132
Deferred tax liability		91,572
Net cash used in operating activities	(13,000)	(1,667,273)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(209,070,000)	(2,070,000)
Cash withdrawn from Trust Account to pay franchise and income taxes		525,351
Net cash used in investing activities	(209,070,000)	(1,544,649)
Cash flows from financing activities:
Proceeds from issuance of representative shares	15
Proceeds from sale of Units, net of underwriting discounts paid	202,860,000
Proceeds from sale of Private Placement Units	7,960,000
Proceeds from promissory note - related party	250	2,070,000
Repayment of promissory note - related party	(135,463)
Payment of offering costs	(240,665)	(11,300)
Net cash provided by financing activities	210,444,137	2,058,700
Net change in cash	1,361,137	(1,153,222)
Cash, beginning of the period	0	1,361,137
Cash, end of the period	1,361,137	207,915
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$ 459,000
Non-Cash financing activities:
Offering costs included in accrued offering costs	11,300
Offering costs paid by Sponsor in exchange for issuance of founder shares	25,000
Issuance of Representative Shares	900
Offering costs paid through promissory note	$ 134,655

STATEMENTS OF OPERATIONS - USD ($)	4 Months Ended	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2021	Dec. 31, 2022
STATEMENTS OF OPERATIONS
General and administrative expenses	$ 252,254	$ 1,281,902
Loss from operations	(252,254)	(1,281,902)
Other income:
Interest earned on investments held in Trust Account	16,874	2,843,649
Income before provision for income taxes	(235,380)	1,561,747
Provision for income taxes		(546,045)
Net income (loss)	$ (235,380)	$ 1,015,702
Basic Weighted average shares outstanding common stock	9,182,858	26,851,000
Diluted Weighted average shares outstanding common stock	9,182,858	26,851,000
Basic net income (loss) per common stock	$ (0.03)	$ 0.04
Diluted net income (loss) per common stock	$ (0.03)	$ 0.04

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.

Investments Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with ASC 320, “Investments - Debt and Equity Securities” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering date that are directly related to the Initial Public Offering. Offering costs were charged to temporary equity upon the completion of the Initial Public Offering.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, the Public Shares are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. This method would view the end of the reporting period as if it were also the redemption date for the security.

At December 31, 2022 and 2021, the common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table:


Gross proceeds	$	207,000,000
Less:
Proceeds allocated to Public Rights	$	(17,595,000)
Common stock issuance costs	$	(4,552,520)
Plus:
Remeasurement of carrying value to redemption value	$	24,217,520
Common stock subject to possible redemption, December 31, 2021		209,070,000
Plus:
Remeasurement of carrying value to redemption value		4,113,552
Common stock subject to possible redemption, December 31, 2022	$	213,183,552

Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the Rights issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exchange of the Rights is contingent upon the occurrence of future events. The Rights may be exchanged for 2,070,000 shares of common stock in the aggregate. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts):


			For The Period from
			September 2, 2021
	For the Year Ended		(Inception) Through
	December 31, 2022		December 31, 2021
	Common Stock		Common Stock
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss) as adjusted	$	1,015,702	$	(235,380)
Denominator:
Basic and diluted weighted average shares outstanding		26,851,000		9,182,858
Basic and diluted net income (loss) per common share	$	0.04	$	(0.03)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recent Accounting Standards

In June 2016, FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The Company expects to adopt the provisions of this guidance on January 1, 2023. The adoption is not expected to have a material impact on the Company’s financial statements.

Besides the above, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted. would have a material effect on the accompanying financial statements.

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 207,915	$ 1,361,137
Prepaid insurance	170,503
Prepaid income taxes	4,527
Total Current Assets	382,945	1,361,137
Cash and marketable securities held in Trust Account	213,475,172	209,086,874
TOTAL ASSETS	213,858,117	210,448,011
Current liabilities
Accounts payable and accrued expenses	482,828	238,696
Accrued offering costs		11,300
Promissory note - related party	2,070,000
Deferred tax liability	91,572
Total Liabilities	2,644,400	249,996
Commitments and contingencies
Common stock subject to possible redemption 20,700,000 shares at $10.30 and $10.10 per share redemption value at December 31, 2022 and 2021, respectively	213,183,552	209,070,000
Stockholders' (Deficit) Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,151,000 shares issued and outstanding (excluding 20,700,000 shares subject to possible redemption) at December 31, 2022 and 2021	615	615
Additional paid-in capital		1,362,780
Accumulated deficit	(1,970,450)	(235,380)
Total Stockholders' (Deficit) Equity	(1,969,835)	1,128,015
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS' (DEFICIT) EQUITY	$ 213,858,117	$ 210,448,011

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)			4 Months Ended	12 Months Ended
	Dec. 09, 2021 USD ($) $ / shares shares	Dec. 06, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) item $ / shares M shares	Dec. 31, 2021 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Shares Issued Price Per Share \| $ / shares				$ 10.10
Proceeds from issuance initial public offering					$ (207,000,000)
Proceeds from sale of Private Placement Units			$ 7,960,000
Transaction Costs		$ 4,012,520
Underwriting fees		3,600,000
Other offering costs		412,520
Cash and Cash Equivalents, at Carrying Value		1,509,600	1,361,137	$ 207,915	1,361,137
Cash and marketable securities held in Trust Account	$ 209,070,000	$ 181,800,000	209,086,874	213,475,172	$ 209,086,874
Proceeds from Related Party Debt			250	$ 2,070,000
Condition for future business combination number of businesses minimum \| item				1
Condition for future business combination number of combinations minimum \| item				1
Payments For Investment Of Cash In Trust Account	$ 27,270,000		$ (209,070,000)	$ (2,070,000)
Condition for future business combination use of proceeds percentage				80
Condition for future business combination threshold Percentage Ownership				50
Condition For Future Business Combination Threshold Net Tangible Assets				$ 5,000,001
Redemption limit percentage without prior consent				20
Obligation to redeem public shares if entity does not complete a business combination (as a percent)				100.00%
Months to complete acquisition \| M				12
Months to complete acquisition, extension \| M				18
Number of times to extend business acquisition \| item				2
Length of business acquisition extension \| M				3
Redemption period upon closure				10 days
Maximum Allowed Dissolution Expenses				$ 100,000
Advance notice for acquisition extension				5 days
Price per unit cost to extend acquisition period \| $ / shares				$ 0.20
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregate number of shares of common stock into which Rights may be converted \| shares	81,000		796,000		796,000
Price of warrant \| $ / shares	$ 10.00
Proceeds from issuance initial public offering and from sale of private placement units	$ 27,810,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares		18,000,000
Shares Issued Price Per Share \| $ / shares		$ 10.00
Proceeds from issuance initial public offering		$ 180,000,000
IPO [Member] \| Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued Price Per Share \| $ / shares	$ 10.10
Aggregate number of shares of common stock into which Rights may be converted \| shares				2,070,000
Private Placement [Member] \| Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregate number of shares of common stock into which Rights may be converted \| shares		715,000
Price of warrant \| $ / shares		$ 10.00
Proceeds from sale of Private Placement Units		$ 7,150,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of units issued \| shares	2,700,000	2,700,000
Shares Issued Price Per Share \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 27,000,000
Transaction Costs	$ 540,000
Payments to extend business acquisition deadline, per extension				$ 2,070,000
Price per unit cost to extend acquisition period \| $ / shares				$ 0.10
Total payments to extend business acquisition deadline				$ 4,140,000
Over-Allotment Option [Member] \| Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregate number of shares of common stock into which Rights may be converted \| shares	81,000
Price of warrant \| $ / shares	$ 10.00
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Shares Issued Price Per Share \| $ / shares				$ 10.00
Aggregate purchase price			$ 25,000
Proceeds from Related Party Debt		$ 1,800,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 09, 2021
Cash equivalents	$ 0	$ 0
Unrecognized tax benefits	$ 0
Unrecognized tax benefits accrued for interest and penalties		$ 0
Private Placement Warrants
Aggregate number of shares of common stock into which Rights may be converted		796,000	81,000
Private Placement Warrants \| IPO [Member]
Aggregate number of shares of common stock into which Rights may be converted	2,070,000

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On January 16, 2023, the Company issued a promissory note (the “Working Capital Loan”) in the principal amount of up $800,000 to an affiliate of the Company’s Sponsor (the “Payee”), for working capital. The Working Capital Loan bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation of the Company on or before March 6, 2023 (unless extended to June 6, 2023) or such later liquidation date as may be approved by the Company’s stockholders. At the election of the Payee, the unpaid principal amount of the Working Capital Loan may be converted into units of the Company (the “Conversion Units”) with the total Conversion Units so issued will be equal to: (x) the

portion of the principal amount of the Working Capital Loan being converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units.

Merger Agreement

On February 13, 2023, the Company (after the Effective Time, “PubCo”) entered into an agreement and plan of merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with ROC Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Drilling Tools International Holdings, Inc., a Delaware corporation (“Drilling Tools”). Pursuant to the terms of the Merger Agreement, a business combination between the Company and Drilling Tools will be effected through the merger of Merger Sub with and into Drilling Tools, with Drilling Tools surviving the merger as a wholly owned subsidiary of PubCo (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the “Transactions”). The board of directors of the Company unanimously (i) approved and declared advisable the Merger Agreement and the Transactions and (ii) resolved to recommend the approval and adoption of the Merger Agreement and the Transactions by the stockholders of the Company.

Support Agreements

In connection with the execution of the Merger Agreement, the Sponsor, entered into a support agreement with Drilling Tools and the Company (the “Sponsor Support Agreement”) pursuant to which the Sponsor has agreed to vote all Subject Shares (as therein defined) beneficially owned by it in favor of the Merger. Further, pursuant to the Sponsor Support Agreement, in order to induce Drilling Tools to enter into the Merger Agreement, the Sponsor agrees to forfeit up to 50% of the Founder Shares (as therein defined) to the Company for reissuance to investors in connection with the Equity Financing and (b) to split the remainder of the Founder Shares with Drilling Tools stockholders as set forth in the Sponsor Support Agreement.

Amended and Restated Registration Rights Agreement

In connection with the Transactions, the Company and certain stockholders of each of the Company and Drilling Tools who will receive PubCo Common Stock pursuant to the Merger Agreement have entered into an amended and restated registration rights agreement (“Registration Rights Agreement”), to become effective upon the Closing.

Lock-up Agreement and Arrangements

Prior to the consummation of the Transactions, certain Drilling Tools stockholders, including all existing stockholders of Drilling Tools holding greater than 5% of its share capital, will enter into a lock-up agreement (the “Drilling Tools Stockholder Lock-up Agreement”) with the Company. In addition, the Company and Sponsor intend to undertake an amendment and restatement to the Stock Escrow Agreement, dated December 1, 2021, by and among the Company, Sponsor and the escrow agent named therein (the “Escrow Agreement” and, when amended and restated, the “Amended and Restated Escrow Agreement”) to align Sponsor’s restrictions on transfer with respect to all shares of Common Stock it owns (which will be PubCo Common Stock after the Closing), including the Founder Shares, to those described below. Under the terms of the Drilling Tools Stockholder Lock-up Agreement, and under the terms of the Sponsor lock-up provisions to be contained in the Amended and Restated Escrow Agreement, such Drilling Tools stockholders and Sponsor, will each agree, subject to certain customary exceptions, that during the period that is the earlier of (i) the date that is 180 days following the Closing Date, and (ii) the date specified in a written waiver of the provisions of the Drilling Tools Stockholder Lock-up Agreement duly executed by Sponsor and the Company, not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Lock-up Shares, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such Lock-up Shares (whether any of these transactions are to be settled by delivery of any such Lock-up Shares, in cash or otherwise), publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, or engage in any “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, or any type of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), or sales or other transactions through non-US broker dealers or foreign regulated brokers. As used herein, “Lock-up Shares” means, (a) in the case of Drilling Tools Stockholders, those shares of PubCo Common Stock received by such Drilling Tools stockholder (the “Holder”) as merger consideration in the Transactions and beneficially owned by such Drilling Tools Stockholder as specified on the signature block of the Drilling Tools Stockholder Lock-up Agreement, and (b) in the case of Sponsor, the Escrow Shares (as defined in the Escrow Agreement).

Director Nomination Agreement

In connection with the Closing, the Company and the Sponsor will enter into a director nomination agreement (the “Director Nomination Agreement”) pursuant to which PubCo agrees to nominate an individual designated by the Sponsor to serve on the board of directors of the PubCo as a Class III director of PubCo, effective as of immediately after the Effective Time.

The foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Merger Agreement, Sponsor Support Agreement, Drilling Tools Stockholder Support Agreement, Registration Rights Agreement, Drilling Tools Stockholder Lock-up Agreement and Director Nomination Agreement, copies of which are filed with this Current Report on Form 8-K filed on February 14, 2023.

Second Extension

On March 3, 2023, the Company extended the date by which the Company has to consummate a business combination from March 6, 2023 to June 6, 2023 (the “Second Extension”). The Second Extension is the second of two three-month extensions permitted under the Company’s governing documents. On March 2, 2023, the Company issued a promissory note in the principal amount of $2,070,000 (the “Second Extension Payment”) to an affiliate of the Company’s Sponsor in connection with the Second Extension. In connection with the Second Extension, the Sponsor has notified the Company that the Second Extension Payment (representing $0.10 per public share) was deposited into the Company’s trust account on March 6, 2023.

Amendment to the Business Combination Marketing Agreement

In connection with the Merger Agreement on February 13, 2023, the Company has amended EarlyBirdCapital’s fees under the Business Combination Marketing Agreement (See Note 6).

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

Schedule of company's assets that are measured at fair value on a recurring basis


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain		Fair Value
December 31, 2022	U.S. Treasury Securities (Mature on 3/14/2023)	1	$	212,931,355	$	6,119	$	212,937,474
December 31, 2021	U.S. Treasury Securities (Mature on 6/9/2022)	1	$	209,081,449	$	13,137	$	209,094,586

FAIR VALUE MEASUREMENTS (Details) - USD ($)	12 Months Ended
FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Interest income withdrawn from the Trust Account for tax obligations	$ 525,351
Mutual Fund
FAIR VALUE MEASUREMENTS
Assets held in trust account	543,817
Cash
FAIR VALUE MEASUREMENTS
Assets held in trust account		$ 5,427
US Treasury Securities
FAIR VALUE MEASUREMENTS
Assets held in trust account	212,931,355	209,081,449
Level 1 \| Recurring
Gross holding gains and fair value of held-to-maturity securities
Amortized Cost	212,931,355	209,081,449
Gross Holding Gain	6,119	13,137
Fair Value	$ 212,937,474	$ 209,094,586

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320, “Investments - Debt and Equity Securities.” Held to maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2022, assets held in the Trust Account were comprised of $543,817 in mutual funds and $212,931,355 in U.S. Treasury securities. During the year ended December 31, 2022, the Company withdraw $525,351 of interest income from the Trust Account for tax obligations.

At December 31, 2021, assets held in the Trust Account were comprised of $5,427 in cash and $209,081,449 in U.S. Treasury securities. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding gains and fair value of held-to-maturity securities at December 31, 2022 and 2021 are as follows:


					Gross
			Amortized		Holding
	Held-To-Maturity	Level	Cost		Gain		Fair Value
December 31, 2022	U.S. Treasury Securities (Mature on 3/14/2023)	1	$	212,931,355	$	6,119	$	212,937,474
December 31, 2021	U.S. Treasury Securities (Mature on 6/9/2022)	1	$	209,081,449	$	13,137	$	209,094,586

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

STOCKHOLDERS' (DEFICIT) EQUITY

12 Months Ended

Dec. 31, 2022

STOCKHOLDERS' (DEFICIT) EQUITY

STOCKHOLDERS' (DEFICIT) EQUITY

NOTE 7. STOCKHOLDERS’ (DEFICIT) EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 6,151,000 shares of common stock issued and outstanding, excluding 20,700,000 shares subject to redemption, of which an aggregate of 675,000 shares are no longer subject to forfeiture due to the underwriters’ over-allotment option being fully exercised, so that the number of shares of common stock will equal 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Representative Shares and Private Shares).

Holders of record of the Company’s common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve the Company’s initial business combination, the insiders, officers and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to this offering, including

both the founder shares and the Private Shares, and any shares acquired in this offering or following this offering in the open market, in favor of the Initial business combination.

The Company will consummate the Business Combination only if Public Stockholders do not exercise redemption rights in an amount that would cause the net tangible assets to be less than $5,000,001 either immediately prior to or upon consummation of the Business Combination and after payment of underwriters’ fees and commissions and a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination.

Pursuant to the Certificate of Incorporation, if the Company does not consummate the Business Combination within the Combination Period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the 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 board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s insiders have agreed to waive their rights to share in any distribution with respect to their Founder Shares and Private Shares.

The stockholders have no redemption, pre-emptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that Public Stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock redeemed to cash equal to their pro rata share of the Trust Account if they vote on the proposed Business Combination and the Business Combination is completed. If the Company hold a stockholder vote to amend any provisions of the Certificate of Incorporation relating to stockholder’s rights or pre-Business Combination activity (including the substance or timing within which the Company has to complete a Business Combination), the Company will provide the Public Stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the franchise and income taxes, divided by the number of then outstanding Public Shares, in connection with any such vote. In either of such events, redeeming stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the Business Combination or the approval of the amendment to the Certificate of Incorporation. If the Business Combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.

Rights — Each holder of a right will receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon exchange of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price paid for by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis, and each holder of a right will be required to affirmatively convert its rights in order to receive the 1/10 of a share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reflects the calculation of basic and diluted net income (loss) per share of common stock (Details) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income (loss) as adjusted	$ (235,380)	$ 1,015,702
Basic Weighted average shares outstanding common stock	9,182,858	26,851,000
Diluted Weighted average shares outstanding common stock	9,182,858	26,851,000
Basic net income (loss) per common stock	$ (0.03)	$ 0.04
Diluted net income (loss) per common stock	$ (0.03)	$ 0.04

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

COMMITMENTS (Details)				1 Months Ended	4 Months Ended	12 Months Ended
COMMITMENTS (Details)	Feb. 13, 2023 USD ($)	Dec. 09, 2021 $ / shares shares	Dec. 06, 2021 shares	Oct. 31, 2021 item shares	Dec. 31, 2021	Dec. 31, 2022 $ / shares	Dec. 01, 2021 item
COMMITMENTS
Maximum number of demands for registration of securities \| item							1
Period of time underwriters may make demand for additional securities					5 years
Shares issued price per share \| $ / shares						$ 10.10
Restrictions on transfer period of time after business combination completion						1 year
Percent of cash fee paid to underwriters for miscellaneous services						3.5
Percent of cash fee paid to underwriters for introducing the target company						1.0
Period of time cash fee must be paid to underwriters						60 days
Percentage of total gross proceeds	3.5
Percentage of total consideration	1
Business combination transaction fee \| $	$ 2,000,000
Sponsor
COMMITMENTS
Maximum number of demands for registration of securities \| item							2
Period of time sponsors may exercise registration rights					3 months
Shares issued price per share \| $ / shares						$ 10.00
Over-allotment option
COMMITMENTS
Maximum number of demands for registration of securities \| item				1
Period of time sponsors may exercise registration rights			45 days
Number of units issued \| shares		2,700,000	2,700,000
Shares issued price per share \| $ / shares		$ 10.00
Founder Shares
COMMITMENTS
Number of units issued \| shares				180,000
Restrictions on transfer period of time after business combination completion				30 days
Piggy-Back Option
COMMITMENTS
Period of time underwriters may make demand for additional securities					7 years
Piggy-Back Option \| Minimum
COMMITMENTS
Period of time underwriters may make demand for additional securities				5 years
Piggy-Back Option \| Maximum
COMMITMENTS
Period of time underwriters may make demand for additional securities				7 years

INCOME TAX (Details) - USD ($)	4 Months Ended	12 Months Ended
INCOME TAX (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2022
INCOME TAX
Operating loss carryovers to offset future taxable income	$ 49,477	$ 0
Change in valuation allowance	$ (49,430)	$ (215,843)

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On October 7, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 4,312,500 shares of common stock (the “Founder Shares”). In December 2021, the Company effected a stock dividend of 0.2 shares for each share of common stock outstanding, resulting in the Sponsor holding an aggregate number of 5,175,000 Founder Shares. The Founder Shares include an aggregate of up to 675,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Representative Shares and Private Shares). As a result of the underwriters’ election to fully exercise their over-allotment option on December 9, 2021, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of one year after the completion of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, one year after the completion of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, share

exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property.

Administrative Support Agreement

The Company entered into an agreement, commencing on December 1, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay Fifth Partners, LLC, an affiliate of the Sponsor, a total of $13,000 per month for general and administrative services including office space, utilities and secretarial support. For the year ended December 31, 2022 and for the period from September 2, 2021 (inception) through December 31, 2021, the Company incurred and paid $156,000 and $13,000 in included in the accounts payable and accrued expenses in the accompanying balance sheets.

Promissory Notes — Related Parties

On September 2, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of September 30, 2022 or the consummation of the Initial Public Offering. As of December 6, 2021, the Company had $135,463 outstanding under the Promissory Note. There was no amount outstanding on the Promissory Note as of December 31, 2022 and 2021 the Promissory Note is no longer available to be drawn upon.

On December 6, 2022, the Company issued a promissory note (the “Note”) in the principal amount of $2,070,000 (the “Extension Payment”) to an affiliate of the Company’s Sponsor (the “Payee”) in connection with the Extension (as defined in Note 1). The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation of the Company on or before March 6, 2023 (unless extended to June 6, 2023) or such later liquidation date as may be approved by the Company’s stockholders. At the election of the Payee, the unpaid principal amount of the Note may be converted into units of the Company (the “Conversion Units”) with the total Conversion Units so issued will be equal to: (x) the portion of the principal amount of the Note being converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units.

Related Party Loans

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units upon consummation of the Business Combination at a price of $10.00 per unit. The units would be identical to the Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans.

SUBSEQUENT EVENTS (Details) - USD ($)	12 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	Dec. 31, 2022	Mar. 06, 2023	Mar. 02, 2023	Jan. 16, 2023
SUBSEQUENT EVENTS
Issued price per share	$ 10.10
Drilling Tools stockholders
SUBSEQUENT EVENTS
Percentage of holding share capital	5.00%
Sponsor Support Agreement \| Minimum
SUBSEQUENT EVENTS
Percentage Of forfeiture funder Shares	50.00%
Promissory note \| Second Extension
SUBSEQUENT EVENTS
Debt, principal amount			$ 2,070,000
Subsequent Event \| Second Extension
SUBSEQUENT EVENTS
Issued price per share		$ 0.10
Subsequent Event \| Promissory note \| Second Extension
SUBSEQUENT EVENTS
Debt, principal amount			$ 2,070,000
Subsequent Event \| Promissory note \| Sponsor
SUBSEQUENT EVENTS
Debt conversion price				$ 10.00
Subsequent Event \| Promissory note \| Sponsor \| Minimum
SUBSEQUENT EVENTS
Debt, principal amount				$ 800,000

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details)				4 Months Ended	12 Months Ended
	Dec. 09, 2021 USD ($) $ / shares shares	Dec. 09, 2021 USD ($) $ / shares	Dec. 06, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2022 USD ($) item $ / shares M	Dec. 31, 2021 USD ($) $ / shares	Mar. 02, 2023 USD ($)	Dec. 06, 2022 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Shares issued price per share \| $ / shares					$ 10.10
Proceeds from issuance initial public offering						$ (207,000,000)
Cash and Cash Equivalents, at Carrying Value			$ 1,509,600	$ 1,361,137	$ 207,915	1,361,137
Cash and marketable securities held in Trust Account	$ 209,070,000	$ 209,070,000	181,800,000	209,086,874	213,475,172	$ 209,086,874
Proceeds from Sale of Trust Assets to Pay Expenses		$ 209,070,000
Investment of cash in Trust Account	$ 27,270,000			(209,070,000)	$ (2,070,000)
Transaction Costs			4,012,520
Underwriting fees			3,600,000
Other offering costs			412,520
Condition for future business combination number of combinations minimum \| item					1
Condition for future business combination number of businesses minimum \| item					1
Condition for future business combination use of proceeds percentage					80
Condition for future business combination threshold Percentage Ownership					50
Condition For Future Business Combination Threshold Net Tangible Assets					$ 5,000,001
Proceeds from Related Party Debt				250	$ 2,070,000
Redemption Limit Percentage Without Prior Consent					20
Obligation to redeem public shares if entity does not complete a business combination (as a percent)					100.00%
Months to complete acquisition, extension \| M					18
Redemption Period Upon Closure					10 days
Maximum Allowed Dissolution Expenses					$ 100,000
Number of times to extend business acquisition \| item					2
Length of business acquisition extension \| M					3
Advance notice for acquisition extension					5 days
Price per unit cost to extend acquisition period \| $ / shares					$ 0.20
Sponsor [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Shares issued price per share \| $ / shares					10.00
Aggregate purchase price				$ 25,000
Proceeds from Related Party Debt			$ 1,800,000
Common Stock Subject To Redemption [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Redemption price per share \| $ / shares				$ 10.10	$ 10.30	$ 10.10
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares			18,000,000
Shares issued price per share \| $ / shares			$ 10.00
Proceeds from issuance initial public offering			$ 180,000,000
Over-Allotment Option [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of units issued \| shares	2,700,000		2,700,000
Shares issued price per share \| $ / shares	$ 10.00	$ 10.00
Proceeds from issuance initial public offering	$ 27,000,000
Transaction Costs	$ 540,000	$ 540,000
Payments to extend business acquisition deadline, per extension					$ 2,070,000
Price per unit cost to extend acquisition period \| $ / shares					$ 0.10
Total payments to extend business acquisition deadline					$ 4,140,000
Promissory note \| Second Extension
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Debt, principal amount							$ 2,070,000
Promissory note \| Sponsor [Member] \| First Extension
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Debt, principal amount								$ 2,070,000

STOCKHOLDERS' (DEFICIT) EQUITY - Preferred Stock (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

PRIVATE PLACEMENT

12 Months Ended

Dec. 31, 2022

PRIVATE PLACEMENT

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 715,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $7,150,000, in a private placement. Each Private Placement Unit consists of a share of common stock (“Private Placement Share”) and one right (“Private Placement Right”). Each Private Placement Right entitles the holder thereof to receive one-tenth (1/10) of a share of common stock upon the consummation of a Business Combination. A portion of the proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. On December 9, 2021, the underwriter elected to fully exercise their over-allotment option, resulting in the sale of an additional 81,000 Private Placement Units at a price of $10.00 per Unit. A portion of the proceeds from the sale of the additional Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units.

PRIVATE PLACEMENT (Details) - USD ($)		4 Months Ended
PRIVATE PLACEMENT (Details) - USD ($)	Dec. 06, 2021	Dec. 31, 2021	Dec. 09, 2021
PRIVATE PLACEMENT
Aggregate purchase price		$ 7,960,000
Private Placement Warrants
PRIVATE PLACEMENT
Aggregate number of shares of common stock into which Rights may be converted		796,000	81,000
Price of warrant			$ 10.00
Private Placement \| Private Placement Warrants
PRIVATE PLACEMENT
Aggregate number of shares of common stock into which Rights may be converted	715,000
Price of warrant	$ 10.00
Aggregate purchase price	$ 7,150,000
Number of shares included in each unit	1
Number of rights included in each unit	1
Number of shares issuable per right	0.1
Over-allotment option \| Private Placement Warrants
PRIVATE PLACEMENT
Aggregate number of shares of common stock into which Rights may be converted			81,000
Price of warrant			$ 10.00

RELATED PARTY TRANSACTIONS (Details) - USD ($)		1 Months Ended	3 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 01, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 06, 2022	Dec. 06, 2021	Sep. 02, 2021
RELATED PARTY TRANSACTIONS
Outstanding balance				$ 2,070,000
Promissory note \| Sponsor \| First Extension
RELATED PARTY TRANSACTIONS
Debt, principal amount					$ 2,070,000
Debt conversion price					$ 10.00
Promissory Notes with Related parties
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note							$ 300,000
Outstanding balance						$ 135,463
Promissory note, outstanding			$ 0	0
Administrative Support Agreement
RELATED PARTY TRANSACTIONS
Expenses per month	$ 13,000
Expenses incurred		$ 156,000	156,000	156,000
Administrative Support Agreement \| Accounts payable and accrued expenses
RELATED PARTY TRANSACTIONS
Expenses incurred		$ 13,000	13,000	13,000
Related Party Loans \| Working Capital Loans
RELATED PARTY TRANSACTIONS
Outstanding balance			$ 0	0
Proceeds held in trust account used to repay working capital loans				0
Amount of working capital loans which may be converted into warrants				$ 1,500,000
Price of warrant				$ 10.00

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Offering Costs

Income Taxes

Common Stock Subject to Possible Redemption

At December 31, 2022 and 2021, the common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table:


Gross proceeds	$	207,000,000
Less:
Proceeds allocated to Public Rights	$	(17,595,000)
Common stock issuance costs	$	(4,552,520)
Plus:
Remeasurement of carrying value to redemption value	$	24,217,520
Common stock subject to possible redemption, December 31, 2021		209,070,000
Plus:
Remeasurement of carrying value to redemption value		4,113,552
Common stock subject to possible redemption, December 31, 2022	$	213,183,552

Net Income (Loss) per Common Share

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts):


			For The Period from
			September 2, 2021
	For the Year Ended		(Inception) Through
	December 31, 2022		December 31, 2021
	Common Stock		Common Stock
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss) as adjusted	$	1,015,702	$	(235,380)
Denominator:
Basic and diluted weighted average shares outstanding		26,851,000		9,182,858
Basic and diluted net income (loss) per common share	$	0.04	$	(0.03)

Concentration of Credit Risk

Fair Value of Financial Instruments

Recent Accounting Standards

RELATED PARTY TRANSACTIONS - Founder Shares (Details)			1 Months Ended		3 Months Ended	4 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Dec. 09, 2021 shares	Oct. 07, 2021 USD ($) shares	Dec. 31, 2021 shares	Sep. 30, 2021	Dec. 31, 2021 shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 D $ / shares shares
RELATED PARTY TRANSACTIONS
Offering costs paid by Sponsor in exchange for issuance of founder shares \| $						$ 25,000
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders				20.00%	20.00%		20.00%
Restrictions on transfer period of time after business combination completion							1 year
Founder Shares
RELATED PARTY TRANSACTIONS
Share dividend			0.2
Founder Shares \| Sponsor
RELATED PARTY TRANSACTIONS
Offering costs paid by Sponsor in exchange for issuance of founder shares \| $		$ 25,000
Number of shares issued		4,312,500
Aggregate number of shares owned			5,175,000		5,175,000	5,175,000
Shares subject to forfeiture	675,000						0
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders	20.00%
Percentage of founders shares subject to exceptions							50.00%
Restrictions on transfer period of time after business combination completion							1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares							$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D							20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D							30

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock Sponsor	Common Stock Representative	Common Stock	Additional Paid-in Capital Sponsor	Additional Paid-in Capital Representative	Additional Paid-in Capital	Accumulated Deficit	Sponsor	Representative	Total
Beginning balance at Sep. 01, 2021			$ 0			$ 0	$ 0			$ 0
Beginning balance (in shares) at Sep. 01, 2021			0
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
Issuance of common stock to Sponsor	$ 517	$ 18		$ 24,483	$ 897			$ 25,000	$ 915
Issuance of common stock to Sponsor (in shares)	5,175,000	180,000
Sale of 796,000 Private Placement Units			$ 80			7,959,920				7,960,000
Sale of 796,000 Private Placement Units (in shares)			796,000
Proceeds allocated to Public Rights						17,595,000				17,595,000
Accretion of Common stock subject to redemption						(24,217,520)				(24,217,520)
Net income (loss)							(235,380)			(235,380)
Ending balance at Dec. 31, 2021			$ 615			1,362,780	(235,380)			1,128,015
Ending balance (in shares) at Dec. 31, 2021			6,151,000
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
Accretion of Common stock subject to redemption						$ (1,362,780)	(2,750,772)			(4,113,552)
Net income (loss)							1,015,702			1,015,702
Ending balance at Dec. 31, 2022			$ 615				$ (1,970,450)			$ (1,969,835)
Ending balance (in shares) at Dec. 31, 2022			6,151,000

STOCKHOLDERS' (DEFICIT) EQUITY - Common Stock (Details)	1 Months Ended	3 Months Ended	12 Months Ended
STOCKHOLDERS' (DEFICIT) EQUITY - Common Stock (Details)	Sep. 30, 2021	Dec. 31, 2021 Vote $ / shares shares	Dec. 31, 2022 USD ($) Vote $ / shares shares
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock, shares authorized (in shares)		100,000,000	100,000,000
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001	$ 0.0001
Common stock, votes per share \| Vote		1	1
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders	20.00%	20.00%	20.00%
Condition for future business combination threshold net tangible assets \| $			$ 5,000,001
Obligation to redeem public shares if entity does not complete a business combination (as a percent)			100.00%
Number of shares issued per right			0.10
Shares no longer subject to forfeiture		675,000	675,000
Threshold business days for redemption of public shares			10 days
Common stock not subject to possible redemption
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock, shares issued (in shares)		6,151,000	6,151,000
Common stock, shares outstanding (in shares)		6,151,000	6,151,000
Common stock subject to possible redemption
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock subject to possible redemption		20,700,000	20,700,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation common stock subject to possible redemption (Details) - USD ($)	4 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross Proceeds			$ 207,000,000
Proceeds allocated to Public Rights	$ (17,595,000)		(17,595,000)
Common stock issuance costs			(4,552,520)
Remeasurement of carrying value to redemption value	24,217,520	$ 4,113,552	24,217,520
Common stock subject to possible redemption	$ 209,070,000	$ 213,183,552	$ 209,070,000

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details