PMV Consumer Acquisition (PMVC) 10-Q 13 Nov 23 2023 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Document Information Line Items
Entity Registrant Name	PMV Consumer Acquisition Corp.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001807765
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39534
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-5174573
Entity Address, Address Line One	249 Royal Palm Way
Entity Address, Address Line Two	Suite 503
Entity Address, City or Town	Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33480
City Area Code	(561)
Local Phone Number	318-3766
Entity Interactive Data Current	Yes
Class A Common Stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	PMVC
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NONE
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Document Information Line Items
Trading Symbol	PMVC.WS
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Security Exchange Name	NONE
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,000,000
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1,175,000
Class C Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		204,200

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 1,098,843	$ 1,149,157
Other receivable		42,424
Prepaid expenses	129,474	176,463
TOTAL ASSETS	1,228,317	1,368,044
Current liabilities
Accrued expenses	534,925	459,591
Income taxes payable	22,418	30,192
Total current liabilities	557,343	489,783
Derivative warrant liabilities	149,000	149,000
Total Liabilities	706,343	638,783
Commitments and contingencies
Stockholders’ Equity
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued or outstanding
Class A convertible common stock, $0.0001 par value; 45,000,000 shares authorized; 3,000,000 shares issued and outstanding	300	300
Class B convertible common stock, $0.0001 par value; 10,000,000 shares authorized; 1,175,000 shares issued and outstanding	117	117
Class C common stock, $0.0001 par value; 25,000,000 shares authorized; 204,200 shares issued and outstanding	20	20
Special Common Stock, $0.0001 par value; 20,000,000 shares authorized; none issued or outstanding
Additional paid-in capital	1,032,490	1,032,490
Accumulated deficit	(510,953)	(303,666)
Total Stockholders’ Equity	521,974	729,261
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 1,228,317	$ 1,368,044

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Convertible Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	45,000,000	45,000,000
Common stock, shares issued	3,000,000	3,000,000
Common stock, shares outstanding	3,000,000	3,000,000
Class B Convertible Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	1,175,000	1,175,000
Common stock, shares outstanding	1,175,000	1,175,000
Class C Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	204,200	204,200
Common stock, shares outstanding	204,200	204,200
Special Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued
Common stock, shares outstanding

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
General and administrative expenses	$ 57,670	$ 351,802	$ 201,842	$ 812,559
Franchise tax expense	2,700	60,000	10,200	160,000
Loss from operations	(60,370)	(411,802)	(212,042)	(972,559)
Other income:
Interest income	14,132		36,981
Interest earned on marketable securities held in Trust Account		686,865		1,014,364
Fair value adjustment on derivative warrant liabilities		968,360		8,866,230
Forgiveness of debt		231,984		231,984
Other income	14,132	1,887,209	36,981	10,112,578
Income (loss) before provision for income taxes	(46,238)	1,475,407	(175,061)	9,140,019
Provision for income taxes	(21,024)	(117,605)	(32,226)	(127,160)
Net income (loss)	$ (67,262)	$ 1,357,802	$ (207,287)	$ 9,012,859
Class A Convertible Common Stock
Other income:
Weighted average shares outstanding, basic (in Shares)	3,000,000	17,500,000	3,000,000	17,500,000
Basic net income (loss) per share (in Dollars per share)	$ (0.02)	$ 0.06	$ (0.05)	$ 0.41
Class B Convertible Common Stock
Other income:
Weighted average shares outstanding, basic (in Shares)	1,175,000	4,375,000	1,175,000	4,375,000
Basic net income (loss) per share (in Dollars per share)	$ (0.02)	$ 0.06	$ (0.05)	$ 0.41
Class C Common Stock
Other income:
Weighted average shares outstanding, basic (in Shares)	204,200		204,200
Basic net income (loss) per share (in Dollars per share)	$ (0.02)		$ (0.05)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A Convertible Common Stock
Weighted average shares outstanding, diluted	3,000,000	17,500,000	3,000,000	17,500,000
Diluted net income (loss) per share	$ (0.02)	$ 0.06	$ (0.05)	$ 0.41
Class B Convertible Common Stock
Weighted average shares outstanding, diluted	1,175,000	4,375,000	1,175,000	4,375,000
Diluted net income (loss) per share	$ (0.02)	$ 0.06	$ (0.05)	$ 0.41
Class C Common Stock
Weighted average shares outstanding, diluted	204,200		204,200
Diluted net income (loss) per share	$ (0.02)		$ (0.05)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)	Class A Convertible Common Stock	Class B Convertible Common Stock	Class C Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 437		$ 66	$ (14,194,809)	$ (14,194,306)
Balance (in Shares) at Dec. 31, 2021		4,375,000
Net income (loss)					5,450,898	5,450,898
Balance at Mar. 31, 2022		$ 437		66	(8,743,911)	(8,743,408)
Balance (in Shares) at Mar. 31, 2022		4,375,000
Balance at Dec. 31, 2021		$ 437		66	(14,194,809)	(14,194,306)
Balance (in Shares) at Dec. 31, 2021		4,375,000
Net income (loss)						9,012,859
Balance at Sep. 30, 2022		$ 437		990,066	(1,208,053)	(217,550)
Balance (in Shares) at Sep. 30, 2022		4,375,000
Balance at Mar. 31, 2022		$ 437		66	(8,743,911)	(8,743,408)
Balance (in Shares) at Mar. 31, 2022		4,375,000
Net income (loss)					2,204,159	2,204,159
Balance at Jun. 30, 2022		$ 437		66	(6,539,752)	(6,539,249)
Balance (in Shares) at Jun. 30, 2022		4,375,000
Net income (loss)					1,357,802	1,357,802
Re-measurement adjustment to amount subject to possible redemption					3,973,897	3,973,897
Balance at Sep. 30, 2022		$ 437		990,066	(1,208,053)	(217,550)
Balance (in Shares) at Sep. 30, 2022		4,375,000
Contribution of Class B founder shares to Trust Account (Note 1)				990,000		990,000
Balance at Dec. 31, 2022	$ 300	$ 117	$ 20	1,032,490	(303,666)	729,261
Balance (in Shares) at Dec. 31, 2022	3,000,000	1,175,000	204,200
Net income (loss)					(98,590)	(98,590)
Balance at Mar. 31, 2023	$ 300	$ 117	$ 20	1,032,490	(402,256)	630,671
Balance (in Shares) at Mar. 31, 2023	3,000,000	1,175,000	204,200
Balance at Dec. 31, 2022	$ 300	$ 117	$ 20	1,032,490	(303,666)	729,261
Balance (in Shares) at Dec. 31, 2022	3,000,000	1,175,000	204,200
Net income (loss)						(207,287)
Balance at Sep. 30, 2023	$ 300	$ 117	$ 20	1,032,490	(510,953)	521,974
Balance (in Shares) at Sep. 30, 2023	3,000,000	1,175,000	204,200
Balance at Mar. 31, 2023	$ 300	$ 117	$ 20	1,032,490	(402,256)	630,671
Balance (in Shares) at Mar. 31, 2023	3,000,000	1,175,000	204,200
Net income (loss)					(41,435)	(41,435)
Balance at Jun. 30, 2023	$ 300	$ 117	$ 20	1,032,490	(443,691)	589,236
Balance (in Shares) at Jun. 30, 2023	3,000,000	1,175,000	204,200
Net income (loss)					(67,262)	(67,262)
Balance at Sep. 30, 2023	$ 300	$ 117	$ 20	$ 1,032,490	$ (510,953)	$ 521,974
Balance (in Shares) at Sep. 30, 2023	3,000,000	1,175,000	204,200

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ (207,287)	$ 9,012,859
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(1,014,364)
Forgiveness of deferred underwriting fee		(231,984)
Change in fair value of derivative warrant liabilities		(8,866,230)
Changes in operating assets and liabilities
Other receivable	42,424
Prepaid expenses	46,989	2,725
Income taxes payable	(7,774)	22,160
Accrued expenses	75,334	325,103
Net cash used in operating activities	(50,314)	(749,731)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account pay franchise and income taxes		673,497
Cash withdrawn from Trust Account to redeem investors		154,874,304
Net cash provided by investing activities		155,547,801
Cash Flows from Financing Activities:
Redemption of common stock		(154,874,304)
Net cash used in financing activities		(154,874,304)
Net Change in Cash and Cash Equivalents	(50,314)	(76,234)
Cash and cash equivalents – Beginning of period	1,149,157	1,512,496
Cash and cash equivalents – End of period	1,098,843	1,436,262
Supplemental disclosure of cash flow information:
Cash paid for income taxes	40,000
Forgiveness of deferred underwriting fee payable		$ 4,361,766

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2023
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS PMV Consumer Acquisition Corp. (the “Company”) was incorporated in Delaware on March 18, 2020. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Although the Company is not limited to a particular industry or sector for purposes of identifying a potential business opportunity and consummating a transaction, the Company intends to focus its search on business opportunities in the consumer industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”) and simultaneous private sale of warrants (“Private Warrants”), which is described below, and identifying a potential business opportunity. It is unlikely that the Company will generate any operating revenues until after the completion of a transaction, at the earliest. The Company generates non-operating income in the form of interest income. The registration statement for the Company’s Initial Public Offering was declared effective on September 21, 2020. On September 24, 2020, the Company consummated the Initial Public Offering of 17,500,000 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 $175,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,150,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to PMV Consumer Acquisition Holding Company, LLC (the “Sponsor”), generating gross proceeds of $6,150,000, which is described in Note 4. Offering costs amounted to $9,957,390, consisting of $3,500,000 of underwriting fees, $6,125,000 of deferred underwriting fees and $507,390 of other offering costs, of which $175,000 was offset with a credit paid by the Underwriter. Following the closing of the Initial Public Offering on September 24, 2020, an amount of $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) located in the United States, and was only 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 180 days or less or in any open-end investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Units in the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds were intended to be applied generally toward consummating a business combination. There is no assurance that the Company will be able to complete a transaction successfully. On September 21, 2022, the shareholders approved to amend the Amended and Restated Certificate of Incorporation by (i) eliminating the requirement to maintain $5,000,001 of net tangible book value prior to or upon consummation of a business combination, and (ii) revising paragraph I of Article Sixth of the charter to permit prior to a business combination the issuance of common stock or securities convertible into common stock or the issuance of securities which vote as a class with the common stock on any manner by eliminating the restrictions on such issuance from paragraph I. The Company initially had until September 21, 2022 to complete a business combination (the “Combination Period”). On September 21, 2022, the Company held a special meeting of stockholders (the “Meeting”). The purpose of the Meeting was to approve the following amendments to the Company’s certificate of incorporation: to extend the date by which the Company had to consummate a business combination for one year, from September 21, 2022 to September 21, 2023, conditioned on the deposit of 200,000 shares of Class B common stock (to be converted into Class C common stock) into the Company’s Trust account; to increase authorized stock from 86,000,000 to 120,000,000 shares, of which 100,000,000 shall be shares of common stock, consisting of 45,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock, 25,000,000 shares of Class C common stock and 20,000,000 shares of special common stock, and 20,000,000 shall be shares of preferred stock; to permit the Company’s board of directors to create special common stock in one or more series and to fix for each series the voting powers, designations, preferences, rights, qualifications, limitations and restrictions thereof; to provide for (i) the right of a holder of Class A common stock to convert into Class C common stock on a one-for-one basis, (ii) the right of the Company to redeem Class A common stock in exchange for a pro rata share of the net cash (and not stock) held in the Company’s Trust Account, unless the holder elects to receive Class C common stock issued on a one-for-one basis, plus a pro rata share of any stock held in the Trust Account, and (iii) upon such redemption the extinguishment of the legal force and effect of the business combination and Trust Account provisions contained in paragraphs A through I of Article Sixth of the charter; to (i) eliminate the Class B common stock anti-dilution provisions that require adjustment to maintain the specified 20% class ownership, and (ii) provide for the right of a holder of Class B common stock to convert into Class C common stock on a one-for-one basis. All such amendments were approved at the Meeting. On September 27, 2022, the Sponsor contributed to the Company for purposes of making a deposit into the Company’s Trust Account of an aggregate of 200,000 shares of Class B common stock (to be converted into Class C common stock) to extend the date by which the Company has to consummate a business combination for one year, from September 21, 2022 to September 21, 2023. At the Meeting, in connection with the extension, stockholders holding 15,453,391 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $154,874,303 (approximately $10.02 per share), which included $340,393 of interest earned on the Trust Account which was not previously used to pay the Company’s tax obligation, was removed from the Trust Account to pay such holders. Following these redemptions, the Company had 2,046,609 shares of Class A common stock outstanding and the aggregate amount remaining in the Trust Account at the time was $20,511,170. On October 17, 2022, the Sponsor elected to convert 3,000,000 shares of its Class B common stock into 3,000,000 shares of Class A common stock. Following the conversion, the Sponsor owned 1,175,000 shares of Class B common stock, and the Company had 5,046,609 shares of Class A common stock outstanding. On October 24, 2022, the Company’s Class A common stock, redeemable warrants and units (consisting of one share of Class A common stock and one-half of one redeemable warrant) (collectively, the “Securities”) commenced trading on the OTC Pink; the Company previously announced its intention to voluntarily delist the Securities from the New York Stock Exchange (“NYSE”), and that the last day of trading on the NYSE would be October 21, 2022. On December 14, 2022, any unseparated units of the Company (consisting of one share of Class A common stock and one-half of one redeemable warrant) terminated trading and were subsequently separated. On December 27, 2022, the Company announced the completion of the redemption of its outstanding shares of Class A common stock subject to redemption, totaling 2,046,609 shares issued in its IPO (the “Class A IPO Shares”), in accordance with the provision of its charter. Holders representing a total of 2,042,409 shares of the Class A IPO Shares called for redemption elected to receive a pro rata share of the cash, including the interest earned thereon net of interest that may be used by the Company to pay its taxes payable (and not any stock), held in the Company’s Trust Account. The $10.10 per share pro rata amount was calculated by dividing the number of Class A IPO Shares redeemed from each such holder by the total number of outstanding Class A IPO Shares. Holders representing a total of 4,200 shares of the Class A IPO Shares called for redemption elected to receive Class C common stock issued on a one-for-one basis for the number of Class A IPO Shares redeemed from each such holder, plus each such holder’s pro rata share of the 200,000 shares of Class C common stock held in the IPO Trust Account. The pro rata share of the Class C common stock held in the Trust Account was calculated by dividing the number of Class A IPO Shares redeemed from each such holder by the total number of Class A IPO Shares redeemed from all holders of Class A IPO Shares that elected to receive stock. The amount of cash that would otherwise have been paid to holders who redeemed for cash (totaling approximately $42,424) was released from the Trust Account and transferred to the Company. The Trust Account was terminated following the release of the cash and stock to holders of Class A IPO Shares in complete liquidation of the assets held in trust. The 3,000,000 shares of Class A common stock owned by the Sponsor were not redeemed and were expressly excluded from participating in, and were not otherwise entitled to, any of the cash and stock held in the Trust Account. The Class A IPO Shares redeemed are no longer deemed to be outstanding and all rights of the holders thereof as stockholders of the Company with respect to the Class A IPO Shares so redeemed have ceased. The Class C common stock received by holders who elected to receive stock has not been listed on a securities exchange. Following the redemption, the Company has outstanding 3,000,000 shares of Class A common stock, 1,175,000 shares of Class B common stock, 204,200 shares of Class C common stock, 8,750,000 public warrants and 6,150,000 private placement warrants, as well as approximately $1,098,843 of cash and cash equivalents on hand available for working capital purposes. On February 27, 2023, the Sponsor purchased 204,200 shares of Class C common stock from a holder, which were comprised of (i) 4,200 shares of Class C common stock, which were issued on a one-for-one basis for the number of shares of Class A common stock of the Company previously redeemed from the holder, and (ii) 200,000 shares of Class C common stock, which represent the holder’s pro rata share of the Class C common stock that were held in the Trust Account, for an aggregate purchase price of $42,000.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. 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 standards 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 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 reported amounts of 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Marketable Securities Held in Trust Account At December 31, 2022, the Trust Account was fully liquidated. Prior to liquidation the Trust Account had been held in money market funds which primarily invested in U.S. Treasury Securities. Common Stock Subject to Possible Redemption The Company had classified all of the shares of Class A IPO common stock as temporary equity. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A IPO common stock resulted in charges against additional paid-in capital and accumulated deficit. As a result of redemptions in September and December 2022, the Class A IPO Shares are no longer deemed to be outstanding and all rights of the holders thereof as stockholders of the Company with respect to the Class A IPO Shares so redeemed have ceased. Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements’ 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 September 30, 2023 and December 31, 2022. 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. Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants to purchase 14,900,000 shares of Class A common stock that were sold in the Initial Public Offering and the private placement in the calculation of diluted income (loss) per share, since the warrants are contingent upon the occurrence of future events and average market price of the Company’s Class A common stock for the three month periods ended September 30, 2023 and September 30, 2022, was below the Warrants’ $11.50 exercise price. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. The Company has three classes of shares that participate in earnings, which are referred to as Class A convertible common stock (the “Common Stock”), Class B convertible common stock (the “Founder Shares”), and Class C common stock. Earnings and losses are shared pro-rata between the three classes of shares. This presentation contemplates a transaction as the most likely outcome, in which case, all three classes of shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings as the redemption value approximates fair value. The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): For the Three Months Ended September 30, 2023 2022 Class A Class B Class C Class A Class B Class C Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (46,078 ) $ (18,047 ) $ (3,136 ) $ 1,086,242 $ 271,560 $ — Denominator: Basic weighted average shares outstanding 3,000,000 1,175,000 204,200 17,500,000 4,375,000 — Basic net income (loss) per share of common stock $ (0.02 ) $ (0.02 ) $ (0.02 ) $ 0.06 $ 0.06 $ — For the Nine Months Ended September 30, 2023 2022 Class A Class B Class C Class A Class B Class C Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (142,003 ) $ (55,618 ) $ (9,666 ) $ 7,210,287 $ 1,802,572 $ — Denominator: Basic weighted average shares outstanding 3,000,000 1,175,000 204,200 17,500,000 4,375,000 — Basic net income (loss) per share of common stock $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.41 $ 0.41 $ — 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. Any loss incurred, or a lack of access to such funds, could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments Excluding the warrant liability, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2023
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3—INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,500,000 Units at $10.00 per Unit. Each Unit consisted of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement

Private Placement	9 Months Ended
	Sep. 30, 2023
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4—PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,150,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $6,150,000. Each Private Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 5). The proceeds from the Private Warrants were added to the proceeds from the Initial Public Offering and were held in the Trust Account.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5—RELATED PARTY TRANSACTIONS Founder Shares On March 20, 2020, the Sponsor purchased 3,593,750 shares of Class B convertible common stock (the “Founder Shares”) for an aggregate price of $25,000, or approximately $0.007 per share. As used herein, unless the context otherwise requires, “Founder Shares” shall be deemed to include the shares of Class A common stock issuable upon conversion thereof. On August 3, 2020, the Company effected a 1.4-for-1 forward stock split of its issued and outstanding shares of Class B convertible common stock, resulting in an aggregate of 5,031,250 Founder Shares being outstanding, of which an aggregate of up to 656,250 shares were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the Sponsor would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The over-allotment option was not exercised, consequently 656,250 Founder Shares were forfeited on November 5, 2020. As of September 30, 2023 and December 31, 2022, the issued and outstanding shares of Class B convertible common stock is 1,175,000 shares. On September 27, 2022, the Company’s Sponsor contributed to the Company for purposes of making a deposit into the Company’s IPO Trust Account an aggregate of 200,000 shares of Class B common stock (to be converted into Class C common stock) to extend the date by which the Company had to consummate a business combination for one year, from September 21, 2022 to September 21, 2023. Following the contribution, the Sponsor owned 4,175,000 shares of Class B common stock. On October 17, 2022, the Sponsor elected to convert 3,000,000 shares of Class B common stock into 3,000,000 shares of Class A common stock. Following the conversion, the Sponsor owned 1,175,000 shares of Class B common stock. The Founder Shares are identical to the Class A common stock included in the Units sold in the Initial Public Offering, except that the Founder Shares have the exclusive right to elect, replace and remove the directors of the Company. Holders of Founder Shares may also elect to convert their shares of Class B convertible common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Promissory Note—Related Party On September 16, 2020, the Sponsor agreed to loan the Company up to an aggregate of $150,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of (i) September 16, 2021, (ii) the completion of the Initial Public Offering, or (iii) the date on which the Company determines not to proceed with the Initial Public Offering. On October 13, 2020, the balance of $150,000 was repaid in full. As of September 30, 2023, and December 31, 2022, borrowings under this promissory note are no longer available, and there was no outstanding balance. Administrative Support Agreement The Company entered into an agreement whereby, commencing September 24, 2020, the Company will pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the three months ended September 30, 2023 and 2022, the Company incurred fees for these services of $30,000 and $30,000 respectively, and for the nine months ended September 30, 2023 and 2022, the Company incurred fees for these services of $90,000 and $90,000 respectively. Administrative support fees included in accrued expenses in the accompanying unaudited condensed balance sheets at September 30, 2023, and December 31, 2022, were $362,000 and $272,000, respectively. Related Party Loans In order to finance transaction costs in connection with a transaction, the Sponsor, the Company’s officers or directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a transaction, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummation of a transaction into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Warrants. In the event that a transaction does not close, the Company may use cash on hand to repay the Working Capital Loans. As of September 30, 2023 and December 31, 2022, there were no Working Capital Loans outstanding. Cash and Cash Equivalents At September 30, 2023, the Company invested $1,092,981 in the Gabelli U.S. Treasury Money Market Fund, which is recorded in cash and cash equivalents on the condensed balance sheets. This investment is an open-ended money market fund with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on this investment is held constant at $1.00 per unit.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6—COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on September 24, 2020, the holders of the Founder Shares, Private Warrants (and their underlying securities) and any warrants that may be issued upon conversion of working capital loans (“Working Capital Warrants”), if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to a deferred fee of $0.35 per Unit, or $6,125,000. On August 22, 2022, UBS agreed to waive its entitlement to the deferred underwriting commission of $4,593,750 to which it became entitled upon completion of the Company’s Initial Public Offering, subject to the consummation of the Transaction. On December 27, 2022, the Company announced the completion of the redemption of its outstanding shares of Class A common stock subject to redemption, totaling 2,046,609 shares issued in its IPO, in accordance with the provision of its charter, which resulted in the forfeiture of the remaining $1,531,250 of the deferred underwriting fee. As a result, the Company derecognized the entire deferred underwriting fee payable of $6,125,000 and recorded $5,815,688 of the forgiveness of the deferred underwriting fee allocated to Public Shares to the carrying value of the shares of Class A common stock and the remaining balance of $309,312 as a gain from extinguishment of liability allocated to warrant liabilities. As of September 30, 2023 and December 31, 2022, the deferred underwriting fee payable is $0. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the ongoing macroeconomic impact of the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a potential business opportunity, 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 this uncertainty. 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, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases, (ii) the structure of a transaction, (iii) the nature and amount of any “PIPE” or other equity issuances, 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 transaction.

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	9 Months Ended
	Sep. 30, 2023
Stockholders’ Equity (Deficit) [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 7—STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock Common Stock At September 30, 2023 and December 31, 2022, there were 3,000,000 shares of Class A convertible common stock issued and outstanding, 1,175,000 shares of Class B convertible common stock issued and outstanding, and 204,200 shares of Class C common stock issued and outstanding. Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to adjustment as described below) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Company liquidated the funds held in the Trust Account; holders of warrants did not receive any of such funds with respect to their warrants, nor did they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The Private Warrants will be identical to the Public Warrants underlying the Units sold in the Initial Public Offering, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchaser or its permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The below table outlines the Company’s capital structure as of September 30, 2023 and December 31, 2022: Share Shares Registered* C 0.10 % 4,200 Restricted** C 4.57 % 200,000 Total C Shares 4.67 % 204,200 Restricted** A 68.50 % 3,000,000 Restricted** B 26.83 % 1,175,000 Total Outstanding Shares 100.00 % 4,379,200 * Registered shares are not listed, and thus not freely tradeable. ** Restricted shares are Unregistered and not freely tradable and subject to individual legends and restrictions.

Income Tax

Income Tax	9 Months Ended
	Sep. 30, 2023
Income Tax [Abstract]
INCOME TAX	NOTE 8—INCOME TAX The Company’s net deferred tax assets at September 30, 2023 and December 31, 2022, are as follows: Deferred tax asset September 30, December 31, Organizational costs/Start-up expenses $ 390,263 $ 347,876 Federal Net Operating Loss — — Total deferred tax asset 390,263 347,876 Valuation allowance (390,263 ) (347,876 ) Deferred tax asset, net of allowance $ — $ — The income tax provision for the three and nine months ended September 30, 2023 and September 30, 2022, consists of the following: Three Months Ended Nine Months Ended September 30, September 30, Federal 2023 2022 2023 2022 Current $ 8,077 $ 95,445 $ 8,627 $ 105,000 Deferred — — — — State Current $ 12,947 $ — $ 23,599 $ — Deferred — — — — Change in valuation allowance — — — — Income tax provision $ 21,024 $ 95,445 $ 32,226 $ 105,000 As of September 30, 2023 and December 31, 2022, the Company did not have any U.S. federal and state net operating loss carryovers (“NOLs”) 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 determined that a full valuation allowance was required. A reconciliation of the income tax rate to the Company’s effective tax rate for the nine months ended September 30, 2023 and September 30, 2022, is as follows: For the Nine Months Ended 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit (13.5 )% 0.0 % Permanent book/tax differences (25.9 )% (20.5 )% Change in valuation allowance 0.0 % 1.3 % Effective income tax rate (18.4 )% 1.8 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
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 following tables present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description September 30, Quoted Prices Significant Significant Liabilities: Derivative Warrant Liabilities – Public Warrants $ 87,500 $ — $ 87,500 $ — Derivative Warrant Liabilities – Private Placement Warrants $ 61,500 $ — $ 61,500 $ — Description December 31, Quoted Prices Significant Significant Liabilities: Derivative Warrant Liabilities – Public Warrants $ 87,500 $ — $ 87,500 $ — Derivative Warrant Liabilities – Private Placement Warrants $ 61,500 $ — $ 61,500 $ — The fair value of the Company’s Public Warrants at September 30, 2023 and December 31, 2022 is based on observable inputs. The fair value of the Private Warrants prior to their transfer to Level 2 in Q4 2022 was based on a Monte Carlo simulation model, with changes in fair value recognized in the statements of operations. As of December 31, 2022 and subsequent measurements, the measurement of the Private Warrants are classified as Level 2 due to the use of the closing price of the Public Warrants, an observable market quote for a similar asset in an active market. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The following table presents the changes in the fair value of warrant liabilities for the three and nine months ended September 30, 2022: Private Public Total Derivative warrant liabilities – Level 3, at December 31, 2021 $ 3,937,845 $ — $ 3,937,845 Change in fair value recognized in earnings (2,338,845 ) — (2,338,845 ) Derivative warrant liabilities – Level 3, at March 31, 2022 1,599,000 — 1,599,000 Change in fair value recognized in earnings (921,526 ) — (921,526 ) Derivative warrant liabilities – Level 3, at June 30, 2022 677,474 — 677,474 Change in fair value recognized in earnings (384,734 ) — (384,734 ) Derivative warrant liabilities – Level 3, at September 30, 2022 $ 292,740 $ — $ 292,740

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10—SUBSEQUENT EVENTS On or about November 1, the Sponsor elected to voluntarily convert all of its shares of Class A Common Stock into shares of Class C Common Stock (the “Class C Conversion”). Following this conversion, the Sponsor owned 1,175,000 shares of Class B Common Stock and 3,204,200 shares of Class C Common Stock. Subject to the Class C Conversion, the Board of Directors of the Company (the “Board”) recommended, and the stockholders approved, various amendments to the Charter, as well as a reverse stock split of all outstanding shares of Class B Common Stock and Class C Common Stock at a ratio of 43.792-to-1 (the “Reverse Stock Split”). The purpose of the Reverse Stock Split is to decrease the total number of shares of the Company’s Common Stock outstanding and increase the liquidity and market price of such shares to approximately $10.00 per share. Following the effective date of the Reverse Stock Split, which has not yet been determined, approximately 26,831 shares of Class B Common Stock will be in issue and outstanding and approximately 73,169 shares of Class C Common Stock will be in issue and outstanding. Further, in light of the aforementioned share conversion and the Board’s determination to effect the Reverse Stock Split, and in order to simplify and better reflect the purpose, capital structure, governance and organizational policies and procedures of the Company, the Board recommended, and the stockholders approved, various amendments to the Charter, including: (i) the elimination of any and all authorized shares of Class A Common Stock, the renaming of the Class C Common Stock to Class A Common Stock, and the elimination of any and all authorized shares of Special Common Stock, (ii) the modification of the rights of the Class B Common Stock such that (a) the provisions permitting conversion into shares of Class C Common Stock are deleted and (b) each holder of record shall be entitled to ten (10) votes for each share of Class B Common Stock held, (iii) the deletion of certain provisions of Article SIXTH of the Charter, including with respect to any references to a business combination and/or the Company’s IPO Trust Account, as such provisions were previously extinguished in accordance with the terms and conditions of the Charter and are therefore of no further legal force and effect, and (iv) the deletion of certain provisions of Article SIXTH of the Charter, including the requirement that the Board be divided into staggered classes for election. On November 2, 2023, the Company filed a Second Amended and Restated Certificate of Incorporation with the State of Delaware. Following the effective date of the Reverse Stock Split, and consistent with the terms and conditions of the Warrant Agreement, the terms of the Company’s public and private warrants will be proportionately adjusted in the same ratio as the reduction in the number of shares of outstanding Common Stock, except any fractional shares resulting from such adjustment will be rounded up or down, as the case may be, to the nearest whole share. Correspondingly, the per share exercise price of such warrants will be increased in direct proportion to the Reverse Stock Split ratio such that the aggregate dollar amount payable for the purchase of the shares subject to such securities will remain unchanged; thereafter, the 8,750,000 public warrants will be exercisable into approximately 199,808 shares of Class A Common Stock and the 6,150,000 private placement warrants will be exercisable into approximately 140,437 shares of Class A Common Stock, each at a price of approximately $503.61 per share. In furtherance of any prospective business opportunities, the Company may in the future seek to pursue a variety of capital raising initiatives. Lastly, the Board recommended, and the stockholders approved, an amendment to the Bylaws of the Company (the “Bylaws”) to provide that, subject to applicable law, any action that is required or permitted to be taken by the stockholders of the Company at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting. On November 2, 2023, the Company filed Amended and Restated Bylaws with the State of Delaware. Presented below is the pro-forma impact on the balance sheet of the reverse split and share conversion, which is not yet effective: September 30, 2023 December 31, 2022 Current Pro-Forma Current Pro-Forma Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none $ - $ - $ - $ - Class A convertible common stock, $0.0001 par value; 45,000,000 shares authorized; 3,000,000 shares issued and outstanding 300 Cancelled 300 Cancelled Class A common stock (fka Class C common stock), $0.0001 par value; 25,000,000 shares authorized; 73,169 (formerly 204,200) shares issued and outstanding 20 7 20 7 Class B convertible common stock, $0.0001 par value; 10,000,000 shares authorized; 26,831 (formerly 1,175,000) shares issued and outstanding 117 3 117 3 Special Common Stock, $0.0001 par value; 20,000,000 shares authorized; none — Cancelled — Cancelled Additional paid-in capital 1,032,490 1,032,917 1,032,490 1,032,917 Accumulated deficit (510,953 ) (510,953 ) (303,666 ) (303,666 ) Total Stockholders' Equity $ 521,974 $ 521,974 $ 729,261 $ 729,261 Presented below is the pro-forma impact on EPS of the reverse split and share conversion, which is not yet effective: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net income (loss) $ (67,262 ) $ 1,357,802 $ (207,287 ) $ 9,012,859 Weighted average shares outstanding, of new Class A convertible common stock, basic and diluted 73,169 399,616 73,169 399,616 Basic and diluted net income (loss) per share, new Class A convertible common stock $ (0.67 ) $ 2.72 $ (2.07 ) $ 18.04 Weighted average shares outstanding, of Class B convertible common stock, basic and diluted 26,831 99,904 26,831 99,904 Basic and diluted net income (loss) per share, Class B convertible common stock $ (0.67 ) $ 2.72 $ (2.07 ) $ 18.04

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods.
Emerging Growth Company	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 standards 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	Use of Estimates The preparation of 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 reported amounts of 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2022, the Trust Account was fully liquidated. Prior to liquidation the Trust Account had been held in money market funds which primarily invested in U.S. Treasury Securities.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company had classified all of the shares of Class A IPO common stock as temporary equity. Immediately upon the closing of the Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A IPO common stock resulted in charges against additional paid-in capital and accumulated deficit. As a result of redemptions in September and December 2022, the Class A IPO Shares are no longer deemed to be outstanding and all rights of the holders thereof as stockholders of the Company with respect to the Class A IPO Shares so redeemed have ceased.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed statements of operations.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements’ 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 September 30, 2023 and December 31, 2022. 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.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of warrants to purchase 14,900,000 shares of Class A common stock that were sold in the Initial Public Offering and the private placement in the calculation of diluted income (loss) per share, since the warrants are contingent upon the occurrence of future events and average market price of the Company’s Class A common stock for the three month periods ended September 30, 2023 and September 30, 2022, was below the Warrants’ $11.50 exercise price. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the periods presented. The Company has three classes of shares that participate in earnings, which are referred to as Class A convertible common stock (the “Common Stock”), Class B convertible common stock (the “Founder Shares”), and Class C common stock. Earnings and losses are shared pro-rata between the three classes of shares. This presentation contemplates a transaction as the most likely outcome, in which case, all three classes of shares share pro rata in the income (loss) of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings as the redemption value approximates fair value. The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): For the Three Months Ended September 30, 2023 2022 Class A Class B Class C Class A Class B Class C Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (46,078 ) $ (18,047 ) $ (3,136 ) $ 1,086,242 $ 271,560 $ — Denominator: Basic weighted average shares outstanding 3,000,000 1,175,000 204,200 17,500,000 4,375,000 — Basic net income (loss) per share of common stock $ (0.02 ) $ (0.02 ) $ (0.02 ) $ 0.06 $ 0.06 $ — For the Nine Months Ended September 30, 2023 2022 Class A Class B Class C Class A Class B Class C Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (142,003 ) $ (55,618 ) $ (9,666 ) $ 7,210,287 $ 1,802,572 $ — Denominator: Basic weighted average shares outstanding 3,000,000 1,175,000 204,200 17,500,000 4,375,000 — Basic net income (loss) per share of common stock $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.41 $ 0.41 $ —
Concentration of Credit Risk	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. Any loss incurred, or a lack of access to such funds, could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Excluding the warrant liability, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock	The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): For the Three Months Ended September 30, 2023 2022 Class A Class B Class C Class A Class B Class C Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (46,078 ) $ (18,047 ) $ (3,136 ) $ 1,086,242 $ 271,560 $ — Denominator: Basic weighted average shares outstanding 3,000,000 1,175,000 204,200 17,500,000 4,375,000 — Basic net income (loss) per share of common stock $ (0.02 ) $ (0.02 ) $ (0.02 ) $ 0.06 $ 0.06 $ — For the Nine Months Ended September 30, 2023 2022 Class A Class B Class C Class A Class B Class C Basic net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (142,003 ) $ (55,618 ) $ (9,666 ) $ 7,210,287 $ 1,802,572 $ — Denominator: Basic weighted average shares outstanding 3,000,000 1,175,000 204,200 17,500,000 4,375,000 — Basic net income (loss) per share of common stock $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.41 $ 0.41 $ —

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Tables)	9 Months Ended
	Sep. 30, 2023
Stockholders’ Equity (Deficit) [Abstract]
Schedule of Outlines Capital Structure	The below table outlines the Company’s capital structure as of September 30, 2023 and December 31, 2022: Share Shares Registered* C 0.10 % 4,200 Restricted** C 4.57 % 200,000 Total C Shares 4.67 % 204,200 Restricted** A 68.50 % 3,000,000 Restricted** B 26.83 % 1,175,000 Total Outstanding Shares 100.00 % 4,379,200 * Registered shares are not listed, and thus not freely tradeable. ** Restricted shares are Unregistered and not freely tradable and subject to individual legends and restrictions.

Income Tax (Tables)

Income Tax (Tables)	9 Months Ended
	Sep. 30, 2023
Income Tax [Abstract]
Schedule of Net Deferred Tax Assets	The Company’s net deferred tax assets at September 30, 2023 and December 31, 2022, are as follows: Deferred tax asset September 30, December 31, Organizational costs/Start-up expenses $ 390,263 $ 347,876 Federal Net Operating Loss — — Total deferred tax asset 390,263 347,876 Valuation allowance (390,263 ) (347,876 ) Deferred tax asset, net of allowance $ — $ —
Schedule of Income Tax Provision	The income tax provision for the three and nine months ended September 30, 2023 and September 30, 2022, consists of the following: Three Months Ended Nine Months Ended September 30, September 30, Federal 2023 2022 2023 2022 Current $ 8,077 $ 95,445 $ 8,627 $ 105,000 Deferred — — — — State Current $ 12,947 $ — $ 23,599 $ — Deferred — — — — Change in valuation allowance — — — — Income tax provision $ 21,024 $ 95,445 $ 32,226 $ 105,000
Schedule of Reconciliation of the Income Tax Rate	A reconciliation of the income tax rate to the Company’s effective tax rate for the nine months ended September 30, 2023 and September 30, 2022, is as follows: For the Nine Months Ended 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit (13.5 )% 0.0 % Permanent book/tax differences (25.9 )% (20.5 )% Change in valuation allowance 0.0 % 1.3 % Effective income tax rate (18.4 )% 1.8 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of assets that are measured at fair value on a recurring basis	The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description September 30, Quoted Prices Significant Significant Liabilities: Derivative Warrant Liabilities – Public Warrants $ 87,500 $ — $ 87,500 $ — Derivative Warrant Liabilities – Private Placement Warrants $ 61,500 $ — $ 61,500 $ — Description December 31, Quoted Prices Significant Significant Liabilities: Derivative Warrant Liabilities – Public Warrants $ 87,500 $ — $ 87,500 $ — Derivative Warrant Liabilities – Private Placement Warrants $ 61,500 $ — $ 61,500 $ —
Schedule of changes in the fair value of warrant liabilities	The following table presents the changes in the fair value of warrant liabilities for the three and nine months ended September 30, 2022: Private Public Total Derivative warrant liabilities – Level 3, at December 31, 2021 $ 3,937,845 $ — $ 3,937,845 Change in fair value recognized in earnings (2,338,845 ) — (2,338,845 ) Derivative warrant liabilities – Level 3, at March 31, 2022 1,599,000 — 1,599,000 Change in fair value recognized in earnings (921,526 ) — (921,526 ) Derivative warrant liabilities – Level 3, at June 30, 2022 677,474 — 677,474 Change in fair value recognized in earnings (384,734 ) — (384,734 ) Derivative warrant liabilities – Level 3, at September 30, 2022 $ 292,740 $ — $ 292,740

Subsequent Events (Tables)

Subsequent Events (Tables)	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split	Presented below is the pro-forma impact on the balance sheet of the reverse split September 30, 2023 December 31, 2022 Current Pro-Forma Current Pro-Forma Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none $ - $ - $ - $ - Class A convertible common stock, $0.0001 par value; 45,000,000 shares authorized; 3,000,000 shares issued and outstanding 300 Cancelled 300 Cancelled Class A common stock (fka Class C common stock), $0.0001 par value; 25,000,000 shares authorized; 73,169 (formerly 204,200) shares issued and outstanding 20 7 20 7 Class B convertible common stock, $0.0001 par value; 10,000,000 shares authorized; 26,831 (formerly 1,175,000) shares issued and outstanding 117 3 117 3 Special Common Stock, $0.0001 par value; 20,000,000 shares authorized; none — Cancelled — Cancelled Additional paid-in capital 1,032,490 1,032,917 1,032,490 1,032,917 Accumulated deficit (510,953 ) (510,953 ) (303,666 ) (303,666 ) Total Stockholders' Equity $ 521,974 $ 521,974 $ 729,261 $ 729,261
Schedule of Pro-Forma Impact on EPS of the Reverse Split	Presented below is the pro-forma impact on EPS of the reverse split Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net income (loss) $ (67,262 ) $ 1,357,802 $ (207,287 ) $ 9,012,859 Weighted average shares outstanding, of new Class A convertible common stock, basic and diluted 73,169 399,616 73,169 399,616 Basic and diluted net income (loss) per share, new Class A convertible common stock $ (0.67 ) $ 2.72 $ (2.07 ) $ 18.04 Weighted average shares outstanding, of Class B convertible common stock, basic and diluted 26,831 99,904 26,831 99,904 Basic and diluted net income (loss) per share, Class B convertible common stock $ (0.67 ) $ 2.72 $ (2.07 ) $ 18.04

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			1 Months Ended				9 Months Ended
	Oct. 17, 2022	Sep. 27, 2022	Feb. 27, 2023	Dec. 27, 2022	Sep. 21, 2022	Sep. 24, 2020	Sep. 30, 2023	Dec. 31, 2022
Description of Organization and Business Operations [Line Items]
Offering costs (in Dollars)							$ 9,957,390
Underwriting fees (in Dollars)							3,500,000
Deferred underwriting fee (in Dollars)							6,125,000
Other offering costs (in Dollars)							507,390
Offset credit paid by underwriter (in Dollars)							$ 175,000
Initial public offering amount (in Dollars)						$ 175,000,000
Price per unit (in Dollars per share)							$ 10
Ne tangible book value (in Dollars)					$ 5,000,001
Common stock shares					200,000
Preferred stock shares					20,000,000
Ownership percentage					20%
Stockholders holding shares (in Dollars)							$ 15,453,391
Trust account funds (in Dollars)							$ 154,874,303
Per share (in Dollars per share)							$ 10.02
Interest earned (in Dollars)							$ 340,393
Redemptions of shares							2,046,609
Aggregate amount (in Dollars)							$ 20,511,170
Holders representing a total shares				2,042,409
Reduction per share (in Dollars)				$ 10.1
Held in trust account (in Dollars)				$ 42,424
Held in trust account (in Dollars)			$ 200,000
Aggregate purchase price			42,000
Initial Public Offering [Member]
Description of Organization and Business Operations [Line Items]
Sale of warrants						17,500,000
Sale of stock price per share (in Dollars per share)						$ 10
Generating gross proceeds (in Dollars)						$ 175,000,000
Price per unit (in Dollars per share)						$ 10
Common stock shares					100,000,000
Holders representing a total shares				4,200
Common stock, shares issued				2,046,609
Private Warrants [Member]
Description of Organization and Business Operations [Line Items]
Sale of warrants							6,150,000
Sale of stock price per share (in Dollars per share)							$ 1
Generating gross proceeds (in Dollars)							$ 6,150,000
Class C Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Common stock shares				200,000
Public warrants				8,750,000
Private placement warrants				6,150,000
Cash on hand available for working capital (in Dollars)				$ 1,098,843
Special Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Common stock shares					20,000,000
Minimum [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations [Line Items]
Common stock shares					86,000,000
Maximum [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations [Line Items]
Common stock shares					120,000,000
Class A Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Price per unit (in Dollars per share)							$ 11.5
Common stock shares					45,000,000
Converted shares	3,000,000
Shares outstanding	5,046,609			3,000,000
Common Stock subject to redemption possible				2,046,609
Shares issued				3,000,000
Common stock, shares issued							73,169
Class B Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Common stock shares					10,000,000
Converted shares	3,000,000
Owned shares	1,175,000
Shares outstanding				1,175,000
Common stock, shares issued							1,175,000
Class C Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Common stock shares					25,000,000
Convertible common stock		200,000
Shares outstanding				204,200
Shares issued			4,200
Common stock, shares issued							204,200	204,200
Class C Common Stock [Member] | Sponsor [Member]
Description of Organization and Business Operations [Line Items]
Common stock, shares issued			204,200

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Summary of Significant Accounting Policies (Textual)
Federal depository insurance corporation coverage (in Dollars)	$ 250,000
IPO [Member]
Summary of Significant Accounting Policies (Textual)
Warrants to purchase (in Shares)	14,900,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Textual)
Warrants’ exercise price	$ 11.5	$ 11.5

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A [Member]
Numerator:
Allocation of net income (loss)	$ (46,078)	$ 1,086,242	$ (142,003)	$ 7,210,287
Denominator:
Basic weighted average shares outstanding	3,000,000	17,500,000	3,000,000	17,500,000
Basic net income (loss) per share of common stock	$ (0.02)	$ 0.06	$ (0.05)	$ 0.41
Class B [Member]
Numerator:
Allocation of net income (loss)	$ (18,047)	$ 271,560	$ (55,618)	$ 1,802,572
Denominator:
Basic weighted average shares outstanding	1,175,000	4,375,000	1,175,000	4,375,000
Basic net income (loss) per share of common stock	$ (0.02)	$ 0.06	$ (0.05)	$ 0.41
Class C [Member]
Numerator:
Allocation of net income (loss)	$ (3,136)		$ (9,666)
Denominator:
Basic weighted average shares outstanding	204,200		204,200
Basic net income (loss) per share of common stock	$ (0.02)		$ (0.05)

Initial Public Offering (Detail

Initial Public Offering (Details)	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Initial Public Offering (Details) [Line Items]
Sale of units (in Shares) | shares	17,500,000
Price per share	$ 10
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per share	$ 11.5

Private Placement (Details)

Private Placement (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Private Placement [Member]
Private Placement [Line Items]
Purchase of warrants (in Shares) | shares	6,150,000
Warrant price per share	$ 1
Aggregate purchase price (in Dollars) | $	$ 6,150,000
Class A Common Stock [Member]
Private Placement [Line Items]
Warrant price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Oct. 17, 2022

Sep. 27, 2022

Nov. 05, 2020

Oct. 13, 2020

Aug. 03, 2020

Mar. 20, 2020

Sep. 24, 2020

Sep. 16, 2020

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Dec. 27, 2022

Related Party Transactions (Details) [Line Items]

Percentage of converted shares

20%

Sponsor owned shares

4,175,000

4,175,000

Office space, utilities and secretarial and administrative expense (in Dollars)

$ 10,000

Services fee (in Dollars)

$ 30,000

$ 30,000

$ 90,000

$ 90,000

Accrued expenses (in Dollars)

362,000

362,000

$ 272,000

U.S.treasury money market fund (in Dollars)

$ 1,092,981

$ 1,092,981

Over-Allotment Option [Member]

Related Party Transactions (Details) [Line Items]

Founder shares forfeited

656,250

Class B Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Aggregate shares outstanding

1,175,000

Common stock, shares issued

1,175,000

1,175,000

1,175,000

Common stock, shares outstanding

1,175,000

1,175,000

1,175,000

Sponsor owned shares

1,175,000

Converted shares

3,000,000

Class B Convertible Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Aggregate shares

5,031,250

Aggregate shares outstanding

656,250

Class A Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Aggregate shares

3,000,000

Aggregate shares outstanding

5,046,609

3,000,000

Common stock, shares issued

3,000,000

Converted shares

3,000,000

Initial Public Offering [Member]

Related Party Transactions (Details) [Line Items]

Aggregate shares

200,000

Sponsor [Member]

Related Party Transactions (Details) [Line Items]

Promissory note (in Dollars)

$ 150,000

Working capital loan amount (in Dollars)

$ 1,500,000

$ 1,500,000

Warrant price per share (in Dollars per share)

$ 1

Sponsor [Member] | Initial Public Offering [Member]

Related Party Transactions (Details) [Line Items]

Related party loan (in Dollars)

$ 150,000

Sponsor [Member] | Class B Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Purchase of founder common stock

3,593,750

Issuance of common stock for aggregate price (in Dollars)

$ 25,000

Price per share (in Dollars per share)

$ 0.007

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			1 Months Ended		9 Months Ended
	Dec. 31, 2022	Dec. 27, 2022	Aug. 22, 2022	Aug. 16, 2022	Sep. 30, 2023
Commitments and Contingencies (Details) [Line Items]
Deferred fee per unit price (in Dollars per share)					$ 0.35
Deferred underwriting fee payable	$ 0				$ 0
Deferred underwriting commission			$ 4,593,750
Deferred underwriting fee		$ 1,531,250
Income recognized					6,125,000
Fee payable					5,815,688
Warrant liabilities					$ 309,312
Excise tax, percentage				1%	1%
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Shares issued (in Shares)		2,046,609
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Deferred underwriting fee payable					$ 6,125,000

Stockholders_ Equity (Deficit_2

Stockholders’ Equity (Deficit) (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Sep. 21, 2022
Stockholders’ Equity (Deficit) [Line Items]
Preferred stock, shares issued
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000	20,000,000
Special common stock			20,000,000
Warrants for redemption, description	●in whole and not in part;   ● at a price of $0.01 per warrant;   ● upon not less than 30 days’ prior written notice of redemption;   ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to adjustment as described below) for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and   ● If, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants.
Preferred Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Preferred stock, shares issued	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001
Class A Common Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Common stock, shares authorized	75,000,000
Common stock, shares authorized	25,000,000
Common stock, shares issued	73,169
Common stock, shares outstanding	73,169
Class B convertible common stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Common stock, shares authorized	10,000,000	10,000,000	10,000,000
Common stock, shares issued	1,175,000	1,175,000
Common stock, shares outstanding	1,175,000	1,175,000
Class A Convertible Common Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Common stock, shares authorized	45,000,000	45,000,000	45,000,000
Common stock, shares issued	3,000,000	3,000,000
Common stock, shares outstanding	3,000,000	3,000,000
Class C Common Stock [Member]
Stockholders’ Equity (Deficit) [Line Items]
Common stock, shares authorized	25,000,000	25,000,000	25,000,000
Common stock, shares issued	204,200	204,200
Common stock, shares outstanding	204,200	204,200

Stockholders_ Equity (Deficit_3

Stockholders’ Equity (Deficit) (Details) - Schedule of Outlines Capital Structure	12 Months Ended
	Dec. 31, 2022 shares
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total Outstanding Shares Percentage	100%
Total Outstanding Shares (in Shares)	4,379,200
Class C Common Stock [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total Outstanding Shares Percentage	4.67%
Total Outstanding Shares (in Shares)	204,200
Registered [Member] | Class C Common Stock [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total Outstanding Shares Percentage	0.10%	[1]
Total Outstanding Shares (in Shares)	4,200	[1]
Restricted [Member] | Class C Common Stock [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total Outstanding Shares Percentage	4.57%	[2]
Total Outstanding Shares (in Shares)	200,000	[2]
Restricted [Member] | Class A Common Stock [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total Outstanding Shares Percentage	68.50%	[2]
Total Outstanding Shares (in Shares)	3,000,000	[2]
Restricted [Member] | Class B Common Stock [Member]
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total Outstanding Shares Percentage	26.83%	[2]
Total Outstanding Shares (in Shares)	1,175,000	[2]
[1] Registered shares are not listed, and thus not freely tradeable. Restricted shares are Unregistered and not freely tradable and subject to individual legends and restrictions.

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of Net Deferred Tax Assets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Net Deferred Tax Assets [Abstract]
Organizational costs/Start-up expenses	$ 390,263	$ 347,876
Federal Net Operating Loss
Total deferred tax asset	390,263	347,876
Valuation allowance	(390,263)	(347,876)
Deferred tax asset, net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of Income Tax Provision - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule of Income Tax Provision [Abstract]
Current	$ 8,077	$ 95,445	$ 8,627	$ 105,000
Deferred
State
Current	12,947		23,599
Deferred
Change in valuation allowance
Income tax provision	$ 21,024	$ 95,445	$ 32,226	$ 105,000

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of Reconciliation of the Income Tax Rate	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Schedule of Reconciliation of the Income Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	(13.50%)	0%
Permanent book/tax differences	(25.90%)	(20.50%)
Change in valuation allowance	0%	1.30%
Effective income tax rate	(18.40%)	1.80%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Derivative Warrant Liabilities – Public Warrants	$ 87,500	$ 87,500
Derivative Warrant Liabilities – Private Placement Warrants	61,500	61,500
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Derivative Warrant Liabilities – Public Warrants
Derivative Warrant Liabilities – Private Placement Warrants
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Derivative Warrant Liabilities – Public Warrants	87,500	87,500
Derivative Warrant Liabilities – Private Placement Warrants	61,500	61,500
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis [Line Items]
Derivative Warrant Liabilities – Public Warrants
Derivative Warrant Liabilities – Private Placement Warrants

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($)	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value begining balance	$ 677,474	$ 1,599,000	$ 3,937,845
Change in fair value recognized in earnings	(384,734)	(921,526)	(2,338,845)
Fair value ending balance	292,740	677,474	1,599,000
Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value begining balance	677,474	1,599,000	3,937,845
Change in fair value recognized in earnings	(384,734)	(921,526)	(2,338,845)
Fair value ending balance	292,740	677,474	1,599,000
Public Warrants [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value begining balance
Change in fair value recognized in earnings
Fair value ending balance

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member]	Nov. 01, 2023 $ / shares shares
Subsequent Events (Details) [Line Items]
Common stock, par value (in Dollars per share) | $ / shares	$ 10
Number of votes	10
Warrants exercisable price per share (in Dollars per share) | $ / shares	$ 503.61
Public Warrants [Member]
Subsequent Events (Details) [Line Items]
Warrants exercisable	8,750,000
Private Placement [Member]
Subsequent Events (Details) [Line Items]
Warrants exercisable	6,150,000
Class B Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares outstanding	26,831
Common stock, shares issued	26,831
Class C Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares outstanding	73,169
Common stock, shares issued	73,169
Class A Common Stock [Member] | Public Warrants [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares outstanding	199,808
Class A Common Stock [Member] | Private Placement [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares outstanding	140,437
Sponsor [Member] | Class B Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares outstanding	1,175,000
Sponsor [Member] | Class C Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares outstanding	3,204,200

Subsequent Events (Details) - S

Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split [Line Items]
Preferred Stock, Value, Issued
Common Stock, Value, Issued	300			300
Additional Paid in Capital	1,032,490			1,032,490
Retained Earnings (Accumulated Deficit)	(510,953)			(303,666)
Equity, Attributable to Parent	521,974	$ 589,236	$ 630,671	729,261	$ (217,550)	$ (6,539,249)	$ (8,743,408)	$ (14,194,306)
Class A Convertible Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split [Line Items]
Common Stock, Value, Issued	300			300
Class A Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split [Line Items]
Common Stock, Value, Issued	20			20
Class B Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split [Line Items]
Common Stock, Value, Issued	117			117
Pro Forma [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split [Line Items]
Preferred Stock, Value, Issued
Additional Paid in Capital	1,032,917			1,032,917
Retained Earnings (Accumulated Deficit)	(510,953)			(303,666)
Equity, Attributable to Parent	521,974			729,261
Pro Forma [Member] | Class A Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split [Line Items]
Common Stock, Value, Issued	7			7
Pro Forma [Member] | Class B Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split [Line Items]
Common Stock, Value, Issued	$ 3			$ 3

Subsequent Events (Details) -_2

Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Sep. 21, 2022
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split (Parentheticals) [Line Items]
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000	20,000,000
Preferred Stock, Shares Issued
Preferred Stock, Shares Outstanding
Class A Convertible Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split (Parentheticals) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001
Common Stock, Shares Authorized	45,000,000
Common Stock, Shares, Issued	3,000,000
Common Stock, Shares, Outstanding	3,000,000
Class A Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split (Parentheticals) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001
Common Stock, Shares Authorized	25,000,000
Common Stock, Shares, Issued	73,169
Common Stock, Shares, Outstanding	73,169
Class C Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split (Parentheticals) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	25,000,000	25,000,000	25,000,000
Common Stock, Shares, Issued	204,200	204,200
Common Stock, Shares, Outstanding	204,200	204,200
Class B Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split (Parentheticals) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001
Common Stock, Shares Authorized	10,000,000
Common Stock, Shares, Issued	1,175,000
Common Stock, Shares, Outstanding	26,831
Special Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on the Balance Sheet of the Reverse Split (Parentheticals) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Shares, Issued
Common Stock, Shares, Outstanding

Subsequent Events (Details) -_3

Subsequent Events (Details) - Schedule of Pro-Forma Impact on EPS of the Reverse Split - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Subsequent Events (Details) - Schedule of Pro-Forma Impact on EPS of the Reverse Split [Line Items]
Net income (loss)	$ (67,262)	$ (41,435)	$ (98,590)	$ 1,357,802	$ 2,204,159	$ 5,450,898	$ (207,287)	$ 9,012,859
Class A Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on EPS of the Reverse Split [Line Items]
Weighted average shares outstanding, of new Class convertible common stock, basic and diluted	73,169			399,616			73,169	399,616
Basic net income (loss) per share, new Class convertible common stock	$ (0.67)			$ 2.72			$ (2.07)	$ 18.04
Class B convertible common stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on EPS of the Reverse Split [Line Items]
Weighted average shares outstanding, of new Class convertible common stock, basic and diluted	26,831			99,904			26,831	99,904
Basic net income (loss) per share, new Class convertible common stock	$ (0.67)			$ 2.72			$ (2.07)	$ 18.04

Subsequent Events (Details) -_4

Subsequent Events (Details) - Schedule of Pro-Forma Impact on EPS of the Reverse Split (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A Common Stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on EPS of the Reverse Split (Parentheticals) [Line Items]
Weighted average shares outstanding, of new Class convertible common stock, diluted	73,169	399,616	73,169	399,616
Diluted net income (loss) per share, new Classconvertible common stock	$ (0.67)	$ 2.72	$ (2.07)	$ 18.04
Class B convertible common stock [Member]
Subsequent Events (Details) - Schedule of Pro-Forma Impact on EPS of the Reverse Split (Parentheticals) [Line Items]
Weighted average shares outstanding, of new Class convertible common stock, diluted	26,831	99,904	26,831	99,904
Diluted net income (loss) per share, new Classconvertible common stock	$ (0.67)	$ 2.72	$ (2.07)	$ 18.04