EdtechX Holdings Acquisition Corp II (EDTX) 10-Q 14 Mar 23 2023 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Dec. 31, 2022	Mar. 14, 2023
Document Information Line Items
Entity Registrant Name	EdtechX Holdings Acquisition Corp. II
Trading Symbol	EDTX
Document Type	10-Q
Current Fiscal Year End Date	--06-30
Amendment Flag	false
Entity Central Index Key	0001817153
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
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 Incorporation, State or Country Code	DE
Entity File Number	001-39792
Entity Tax Identification Number	85-2190936
Entity Address, Address Line One	IBIS Capital Limited
Entity Address, Address Line Two	22 Soho Square London
Entity Address, City or Town	W1D 4NS
Entity Address, Country	GB
City Area Code	(44)
Local Phone Number	207 070 7080
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Entity Address, Postal Zip Code	00000
Common Class A [Member]
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,149,708
Non-redeemable Class A common stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		2,875,000
Common Class B [Member]
Document Information Line Items
Entity Common Stock, Shares Outstanding		0

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Current assets:
Cash	$ 15,703	$ 107,238
Prepaid expenses and other asset	221,532	93,090
Total current assets	237,235	200,328
Investments held in Trust Account	2,899,400	23,454,494
Total Assets	3,136,635	23,654,822
Current liabilities:
Accounts payable	358,471	252,699
Accrued expenses	1,800
Franchise tax payable		121,555
Income tax payable	64,046
Note payable	674,960	250,000
Total current liabilities	1,099,277	624,254
Deferred underwriting commissions	4,025,000	4,025,000
Derivative warrant liabilities	221,000	1,065,500
Total Liabilities	5,345,277	5,714,754
Commitments and Contingencies
Class A Common Stock Subject to Possible Redemption:
Class A common stock subject to possible redemption, $0.0001 par value; 274,708 shares at $10.35 at December 31, 2022 and 2,304,279 shares at $10.15 per share at June 30, 2022	2,842,678	23,388,432
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 2,875,000 and 0 non-redeemable shares issued or outstanding at December 31, 2022 and June 30, 2022, respectively	288
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 0 and 2,875,000 shares issued and outstanding at December 31, 2022 and June 30, 2022, respectively		288
Additional paid-in capital
Accumulated deficit	(5,051,608)	(5,448,652)
Total stockholders' deficit	(5,051,320)	(5,448,364)
Total Liabilities, Class A Common Stock subject to Possible Redemption and Stockholders' Deficit	$ 3,136,635	$ 23,654,822

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Jun. 30, 2022
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption	274,708	2,304,279
Common stock subject to possible redemption per share (in Dollars per share)	$ 10.35	$ 10.15
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, non-redeemable shares issued	2,875,000	0
Common stock, non-redeemable shares outstanding	2,875,000	0
Class B 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	0	2,875,000
Common stock, shares outstanding	0	2,875,000

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operation - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
General and administrative expenses	$ 303,806	$ 196,922	$ 477,193	$ 301,216
General and administrative expenses - related party	30,000	25,000	60,000	60,000
Franchise tax expense (benefit)	(239,989)	49,863	(190,126)	99,726
Gain ( loss) from operations	(93,817)	(271,785)	(347,067)	(460,942)
Other income:
Change in the fair value of derivative warrant liabilities	280,750	213,100	614,500	1,546,370
Gain on investments held in Trust Account	195,088	11,213	310,171	28,731
Interest income on bank account	6	15	15	34
Income (loss) before income tax expense	382,027	(47,457)	577,619	1,114,193
Income tax expense	64,046		64,046
Net income (loss)	$ 317,981	$ (47,457)	$ 513,573	$ 1,114,193
Redeemable Class A common stock
Other income:
Weighted average shares outstanding basic (in Shares)	2,238,097	11,500,000	2,271,188	11,500,000
Basic net income per share (in Dollars per share)	$ 0.06	$ 0	$ 0.1	$ 0.08
Non-Redeemable Class A common stock
Other income:
Weighted average shares outstanding basic (in Shares)	1,468,750		734,375
Basic net income per share (in Dollars per share)	$ 0.06		$ 0.1
Class B Common Stock
Other income:
Weighted average shares outstanding basic (in Shares)	1,406,250	2,875,000	2,140,625	2,875,000
Basic net income per share (in Dollars per share)	$ 0.06	$ 0	$ 0.1	$ 0.08

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Operation (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Redeemable Class A common stock
Weighted average shares outstanding diluted	2,238,097	11,500,000	2,271,188	11,500,000
Diluted net income per share	$ 0.06	$ 0	$ 0.10	$ 0.08
Non-Redeemable Class A common stock
Weighted average shares outstanding diluted	1,468,750		734,375
Diluted net income per share	$ 0.06		$ 0.10
Class B Common Stock
Weighted average shares outstanding diluted	1,406,250	2,875,000	2,140,625	2,875,000
Diluted net income per share	$ 0.06	$ 0	$ 0.10	$ 0.08

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Jun. 30, 2021		$ 288		$ (10,572,023)	$ (10,571,735)
Balance (in Shares) at Jun. 30, 2021		2,875,000
Net income (loss)				1,161,650	1,161,650
Balance at Sep. 30, 2021		$ 288		(9,410,373)	(9,410,085)
Balance (in Shares) at Sep. 30, 2021		2,875,000
Balance at Jun. 30, 2021		$ 288		(10,572,023)	(10,571,735)
Balance (in Shares) at Jun. 30, 2021		2,875,000
Net income (loss)					1,114,193
Balance at Dec. 31, 2021		$ 288		(9,457,830)	(9,457,542)
Balance (in Shares) at Dec. 31, 2021		2,875,000
Balance at Sep. 30, 2021		$ 288		(9,410,373)	(9,410,085)
Balance (in Shares) at Sep. 30, 2021		2,875,000
Net income (loss)				(47,457)	(47,457)
Balance at Dec. 31, 2021		$ 288		(9,457,830)	(9,457,542)
Balance (in Shares) at Dec. 31, 2021		2,875,000
Balance at Jun. 30, 2022		$ 288		(5,448,652)	(5,448,364)
Balance (in Shares) at Jun. 30, 2022		2,875,000
Increase in redemption value of class A common stock subject to possible redemption				(304,165)	(304,165)
Net income (loss)				195,593	195,593
Balance at Sep. 30, 2022		$ 288		(5,557,224)	(5,556,936)
Balance (in Shares) at Sep. 30, 2022		2,875,000
Balance at Jun. 30, 2022		$ 288		(5,448,652)	(5,448,364)
Balance (in Shares) at Jun. 30, 2022		2,875,000
Net income (loss)					513,573
Balance at Dec. 31, 2022	$ 288			(5,051,608)	(5,051,320)
Balance (in Shares) at Dec. 31, 2022	2,875,000
Balance at Sep. 30, 2022		$ 288		(5,557,224)	(5,556,936)
Balance (in Shares) at Sep. 30, 2022		2,875,000
Increase in redemption value of class A common stock subject to possible redemption				(42,365)	(42,365)
Conversion of Class B common stock into Class A common stock	$ 288	$ (288)
Conversion of Class B common stock into Class A common stock (in Shares)	2,875,000	(2,875,000)
Reclass public warrants to equity			230,000		230,000
Reclass additional paid-in capital to accumulated deficit			(230,000)	230,000
Net income (loss)				317,981	317,981
Balance at Dec. 31, 2022	$ 288			$ (5,051,608)	$ (5,051,320)
Balance (in Shares) at Dec. 31, 2022	2,875,000

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 513,573	$ 1,114,193
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	(614,500)	(1,546,370)
Gain on investments held in Trust Account	(310,171)	(28,731)
Changes in operating assets and liabilities:
Prepaid expenses	(128,442)	95,125
Accounts payable	105,772	75,541
Franchise tax (receivable) payable	(121,555)	99,726
Income tax payable	64,046
Accrued expenses	1,800	(14,000)
Net cash used in operating activities	(489,477)	(204,516)
Cash Flows from Investing Activities
Cash deposited in Trust Account for extension	(217,326)
Withdrawal from Trust Account	190,308
Cash withdrawn from Trust Account for redemptions	21,055,164
Net cash provided by investing activities	21,028,146
Cash Flows from Financing Activities:
Proceeds from note payable	424,960
Redemption of Class A common stock	(21,055,164)
Net cash used in financing activities	(20,630,204)
Net decrease in cash	(91,535)	(204,516)
Cash - beginning of the period	107,238	707,837
Cash - end of the period	15,703	503,321
Supplemental disclosure of noncash activities:
Increase in redemption value of class A common stock subject to possible redemption	509,409
Conversion of Class B common stock into Class A common stock	288
Reclass public warrants to equity	$ 230,000

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 - Description of Organization and Business Operations EdtechX Holdings Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on May 27, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from May 27, 2020 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering its search for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company’s fiscal year end it June 30. The Company’s Sponsors are IBIS Capital Sponsor II LLC and IBIS Sponsor II EdtechX LLC, limited liability companies affiliated with certain of the Company’s officers and directors (the “Sponsors”). The registration statement for the Company’s Initial Public Offering became effective on December 10, 2020. On December 15, 2020, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $100.0 million, and incurring offering costs of approximately $6.0 million, inclusive of $3.5 million in deferred underwriting commissions (Note 5). The underwriters exercised the Over-Allotment option in full and on December 17, 2020 purchased an additional 1,500,000 Units (the “Over-Allotment Units”), generating gross proceeds of $15.0 million, and incurring additional offering costs of $825,000 in underwriting fees, inclusive of $525,000 in deferred underwriting fees (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsors and MIHI LLC, an affiliate of Macquarie Capital (USA) Inc. (“MIHI”), one of the underwriters of the Initial Public Offering, generating proceeds of $5.0 million (Note 4). Simultaneously with the consummation of the sale of the Over-Allotment Units, the Sponsors, MIHI and Jefferies LLC (“Jefferies”), the representative of the underwriters in the Initial Public Offering, purchased an additional 525,000 Private Warrants for an aggregate purchase price of an additional $525,000. Upon the closing of the Initial Public Offering, Private Placements, and the Over-Allotment, approximately $116.7 million ($10.15 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, 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 has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (excluding the amount of any deferred underwriting commissions, as described in Note 5, and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.15 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not consummate a Business Combination unless it has net tangible assets in excess of $5,000,000. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Certificate of Incorporation originally indicated that if the Company was unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or June 15, 2022 (the “Combination Period”), and the Company’s stockholders had not amended the Certificate of Incorporation to extend such Combination Period, the Company would (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes and working capital needs (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. See “ Trust Account Redemptions and Extension of Combination Period” below for further description. The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On May 16, 2022, the Company entered into an Agreement and Plan of Reorganization (“ Merger Agreement Merger Sub I Merger Sub II zSpace First Merger Second Merger Merger Surviving zSpace zSpace Stock Preferred Stock Effective Time Further, following consummation of the Merger, pursuant to the terms of the Merger Agreement, the Company’s board of directors will consist of seven members. the Company, through the Sponsors (as defined below), shall have the right to designate two directors, bSpace Investments Limited (“ bSpace Upon consummation of the Merger, all outstanding shares of common stock and preferred stock of zSpace will be exchanged for an aggregate of 13.1 million shares of Class A common stock. As part of the aggregate consideration payable to zSpace’s securityholders pursuant to the Merger Agreement, certain holders of zSpace Stock will also have the right to receive their pro rata Earnout Shares Closing Date Earnout Period Earnout Conditions ● One-third (1/3) of the Earnout Shares if (1) over any twenty (20) trading days within any thirty (30) consecutive trading day period the dollar volume-weighted average price (“ VWAP ● One-third (1/3) of the Earnout Shares if either (1) over any twenty (20) trading days within any thirty (30) consecutive trading day period the VWAP of the shares of Class A common stock is greater than or equal to $12.50 per share (subject to adjustment) or (2) the Surviving zSpace, the Company or any direct or indirect subsidiary thereof consummates a second Acquisition Transaction in addition to the Acquisition Transaction described above after the Effective Time; and ● One-third (1/3) of the Earnout Shares if either (1) over any twenty (20) trading days within any thirty (30) consecutive trading day period the VWAP of the shares of Class A common stock is greater than or equal to $13.50 per share (subject to adjustment) or (2) consolidated revenues of the Company exceed $100,000,000 in any fiscal year (determined on a pro forma basis with respect to any acquisitions by the Company). Pursuant to the Merger Agreement, “ Acquisition Transaction The Merger is expected to be consummated following the receipt of required approval by the stockholders of the Company, required regulatory approvals, and the fulfilment of other customary closing conditions. On September 8, 2022, Jefferies notified the Company that it would not act in any capacity in connection with the proposed Business Combination with zSpace and waived its entitlement to the deferred underwriters commissions solely with respect to the proposed Business Combination with zSpace. Reimbursement from zSpace On May 16, 2022, the Company entered into an agreement and plan of reorganization with zSpace, pursuant to which zSpace committed to reimburse the Company for 71.4% of the extension payment deposited into the trust account, subject to a maximum cap of $200,000, after the first three months of extension. As of December 31, 2022, the Company had received a reimbursement of extension payments of $162,880 from zSpace. Trust Account Redemptions and Extension of Combination Period On June 2, 2022, the Company held a special meeting of stockholders at which such stockholders voted to extend the time the Company has to consummate an initial Business Combination from June 15, 2022 to December 15, 2022. In connection with such vote, the holders of an aggregate of 9,195,721 Public Shares exercised their right to redeem their shares for an aggregate of approximately $93,377,626 in cash held in the Trust Account. Additionally, upon shareholder approval of the extension, the Sponsors agreed that they or their affiliates would lend to the Company for every month of the extension that was needed to consummate a Business Combination the lesser of an aggregate of (i) $100,000 and (ii) $0.033 per share for each Public Share that was not redeemed in connection with the stockholder vote to be deposited by the Company into the Trust Account on or prior to the 15th day of each month during the extension period. On December 13, 2022, the Company held another special meeting of stockholders at which such stockholders voted to extend the time by which the Company has to consummate an initial Business Combination from December 15, 2022 to June 15, 2023. In connection with such vote, public holders of an aggregate of 2,029,571 shares of Class A common stock exercised their right to redeem their Public Shares for an aggregate of $21,055,164 in cash, leaving an aggregate of 274,708 public shares outstanding. Additionally, the Company’s board of directors authorized management to take the steps necessary such that, if a Business Combination Liquidity and Going Concern As of December 31, 2022, the Company had approximately $16,000 in cash, and a working capital deficit of approximately $0.9 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of Founders Shares (as defined in Note 4), and loan proceeds from the Sponsors of approximately $108,000 under the Note (as defined in Note 4) and fully repaid the Note on June 24, 2021. Subsequent to the repayment, the facility was no longer available to the Company. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Company has issued unsecured promissory notes to its Sponsor. See Note 4 for more details. Management has determined that the Company does not have sufficient funds and may need to borrow from its Sponsor to fund the working capital needs of the Company until the consummation of an initial Business Combination or for a minimum of one year from the date of issuance of these unaudited condensed consolidated financial statements. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the Company’s liquidity condition and mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern without a business combination. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed consolidated financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements. 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 share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies and Basis of Presentation	6 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies and Basis of Presentation [Abstract]
Summary of Significant Accounting Policies and Basis of Presentation	Note 2 - Summary of Significant Accounting Policies and Basis of Presentation Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended December 31, 2022, are not necessarily indicative of the results that may be expected through June 30, 2023. The accompanying unaudited condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on September 28, 2022. 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 of 2002, 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 an emerging growth 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2022 and June 30, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2022 and June 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2022 and June 30, 2022 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds. Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Use of Estimates The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Public Shares are charged against the carrying value of the shares of Class A common stock subject to possible redemption. Of the total offering costs of the Initial Public Offering, approximately $0.3 million was allocated to the warrants and $6.5 million was allocated to the redeemable Class A common stock as a reduction to the carrying value. Of the $6.8 million of offering costs, approximately $4.0 million is deferred underwriting commissions. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants to purchase shares of the Company’s common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) were recognized as derivative liabilities in accordance with ASC 815, through November 15, 2022, at which time they were classified in equity. The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. The Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured using a Monte Carlo simulation model and a Black Scholes option pricing model, respectively. The fair value of Public Warrants were subsequently measured based on the listed market price of such warrants, until November 15, 2022. The fair value of the Private Placement Warrants has subsequently been estimated using a Black Scholes option pricing model. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Net Income (loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares and between non-redeemable and redeemable. The Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. Net income (loss) per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 11,275,000 shares of common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and six months ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute the calculation of basic and diluted net income per share for each class of common stock: For the Three Months Ended For the Three Months Redeemable Non-Redeemable Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) - basic and diluted $ 139,186 $ 91,341 $ 87,454 $ (37,966 ) $ (9,491 ) Denominator: Basic and diluted weighted average common stock outstanding 2,238,097 1,468,750 1,406,250 11,500,000 2,875,000 Basic and diluted net income (loss) per common stock $ 0.06 $ 0.06 $ 0.06 $ (0.00 ) $ (0.00 ) For the Six Months Ended For the Six Months Ended Redeemable Non-Redeemable Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income - basic and diluted $ 226,657 $ 73,288 $ 213,627 $ 891,354 $ 222,839 Denominator: Basic and diluted weighted average common stock outstanding 2,271,188 734,375 2,140,625 11,500,000 2,875,000 Basic and diluted net income per common stock $ 0.10 $ 0.10 $ 0.10 $ 0.08 $ 0.08 Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and June 30, 2022, 274,708 shares and 2,304,279 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option) the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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. Recently Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Dec. 31, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 - Initial Public Offering On December 15, 2020, the Company consummated its Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100.0 million, and incurring offering costs of approximately $6.0 million, inclusive of $3.5 million in deferred underwriting commissions. The underwriters exercised the over-allotment option in full and on December 17, 2020 purchased an additional 1,500,000 Over-Allotment Units, generating gross proceeds of $15.0 million, and the Company incurred additional offering costs of $825,000 in underwriting fees, inclusive of $525,000 in deferred underwriting fees. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “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 6).

Related Party Transactions

Related Party Transactions	6 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 - Related Party Transactions Founder Shares On June 30, 2020, the Sponsors purchased 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. In December 2020, the Sponsor contributed an aggregate of 1,437,500 shares of Class B common stock to the Company for no consideration, resulting in a decrease in the total number of shares of Class B common stock outstanding from 4,312,500 to 2,875,000. All shares and associated amounts have been retroactively restated to reflect the share contribution. In connection with the Initial Public Offering, the Sponsors contributed to the Company’s capital an aggregate of 40,000 Founder Shares and the Company issued a like number of shares to one of the underwriters in the Initial Public Offering - see “Private Placement” below. The initial stockholders agreed to forfeit up to 375,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On December 17, 2020, the underwriters fully exercised the over-allotment option to purchase an additional 1,500,000 Units; thus, these 375,000 shares of Class B common stock were no longer subject to forfeiture. Subsequently, in March 2022, the Sponsors transferred 786,025 Founder Shares to A1 Capital Advisory Asia Limited for no consideration, and in May 2022, MIHI transferred 40,000 Founder Shares to the Sponsors for no consideration. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any Founder Shares. On November 15, 2022, the Sponsors and A1 Capital Advisory Asia Limited respectively elected to convert all 2,875,000 outstanding shares of Class B Common Stock owned by them into an aggregate of 2,875,000 shares of Class A Common Stock pursuant to the terms of the Class B Common Stock. Private Placement Warrants and Founder Shares On December 15, 2020, the Sponsors, the underwriters and MIHI purchased an aggregate of 5,000,000 Private Placement Warrants, and 40,000 Founder Shares for an aggregate purchase price of approximately $5.0 million in the Private Placement that occurred simultaneously with the closing of the Initial Public Offering. Simultaneously with the consummation of the sale of the Over-Allotment Units on December 17, 2020, the Sponsors, MIHI, and Jefferies, the representative of the underwriters in the Initial Public Offering, purchased an additional 525,000 Private Warrants for an aggregate purchase price of an additional $525,000. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. The Founder Shares are described above. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On June 30, 2020, the Sponsors agreed to loan the Company an aggregate of up to $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 December 31, 2020 or the completion of the Initial Public Offering. The Company borrowed approximately $108,000 under the Note and fully repaid the Note on June 24, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and June 30, 2022, the Company had no borrowings under the Working Capital Loans. As of December 31, 2022 and June 30, 2022, the Company has issued unsecured promissory notes aggregating $674,960 and $250,000, respectively, in principal amount to its Sponsors. The promissory notes do not bear interest, are not convertible and are repayable in full upon consummation of the Company’s initial Business Combination. If the Company does not complete a Business Combination, the promissory notes will not be repaid and all amounts owed under such notes will be forgiven except to the extent that the Company has funds available to it outside of the Trust Account. Administrative Services Agreement The Company entered into an agreement that provided that, commencing on the effective date of the offering prospectus and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, to the Company agreed to pay the Sponsors a total of $10,000 per month for providing the Company with office space and certain office and secretarial services. For the three months ended December 31, 2022 and 2021, $30,000 and $25,000 of these expenses were incurred, respectively. For the six months ended December 31, 2022 and 2021, $60,000 and $60,000 of these expenses were incurred, respectively. At December 31, 2022, the Company had $25,000 of such services, included in prepaid expenses on the accompanying condensed consolidated balance sheets. The Sponsors, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsors, officers, directors or the Company’s or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf.

Commitments & Contingencies

Commitments & Contingencies	6 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5 - Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, (and the securities underlying such securities) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $2.0 million in the aggregate, which was paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or $3.5 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Upon closing of the Over-allotment on December 17, 2020, the underwriters received approximately $300,000 in fees paid upfront and the underwriters are eligible for an additional deferred underwriting commissions of $525,000 totaling $4,025,000 deferred underwriting commissions. On September 8, 2022, Jefferies notified the Company that it would not act in any capacity in connection with the Proposed Business Combination and waived its entitlement to the Deferred Discount solely with respect to the Proposed Business Combination upon closing with zSpace, under and pursuant to that certain Underwriting Agreement, dated December 10, 2020.

Warrants

Warrants	6 Months Ended
	Dec. 31, 2022
Warrants [Abstract]
Warrants	Note 6 - Warrants As of December 31, 2022 and June 30, 2022, the Company has an aggregate of 11,275,000 warrants outstanding, comprised of 5,750,000 Public Warrants and 5,525,000 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or their affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsors or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsors or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Temporary Equity - Class A Comm

Temporary Equity - Class A Common Stock Subject to Possible Redemption	6 Months Ended
	Dec. 31, 2022
Temporary Equity Class ACommon Stock Subject To Possible Redemption [Abstract]
Temporary Equity - Class A Common Stock Subject to Possible Redemption	Note 7 - Temporary Equity - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 50,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2022, there were 3,149,708 shares of Class A common stock outstanding, of which 274,708 were subject to possible redemption. As of June 30, 2022, there were 2,304,279 shares of Class A common stock outstanding, all of which were subject to possible redemption, Outstanding shares of Class A common stock subject to possible redemption are classified outside of permanent equity in the condensed consolidated balance sheets. The Class A common stock subject to possible redemption reflected on the condensed consolidated balance sheets is reconciled on the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (5,186,500 ) Class A common stock issuance costs (6,471,798 ) Plus: Accretion of carrying value to redemption value 13,383,298 Class A common stock subject to possible redemption at June 30, 2021 $ 116,725,000 Deemed dividend - increase in redemption value of Class A common stock subject to redemption 41,058 Redemption (93,377,626 ) Class A common stock subject to possible redemption at June 30, 2022 $ 23,388,432 Increase in redemption value of class A common stock subject to possible redemption 304,165 Class A common stock subject to possible redemption at September 30, 2022 $ 23,692,597 Redemptions (21,055,164 ) Increase in redemption value of class A common stock subject to possible redemption 42,365 Increase in redemption value of class A common stock subject to possible redemption - Extension payments reimbursed by zSpace 162,880 Class A common stock subject to possible redemption at December 31, 2022 $ 2,842,678

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 8 - Stockholders’ Deficit Preferred Stock no Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, with each share of common stock entitling the holder to one vote except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis. On November 15, 2022, the holders of all outstanding Class B Common Stock elected to convert all 2,875,000 shares owned by them into an aggregate of 2,875,000 shares of Class A Common Stock pursuant to the terms of the Class B Common Stock. As a result, there was no Class B common stock outstanding as of December 31, 2022.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 - Fair Value Measurements The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2022 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account - U.S. Treasury Securities $ 2,899,400 $ - $ - Liabilities: Derivative warrant liabilities - Private $ - $ - $ 221,000 June 30, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account - U.S. Treasury Securities $ 23,454,494 $ - $ - Liabilities: Derivative warrant liabilities - Public $ 402,500 $ - $ - Derivative warrant liabilities - Private $ - $ - $ 663,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement during the quarter ending September 30, 2022 due to low trading volume. There were no other transfers to/from levels for the three and six months ended December 31, 2022 and 2021. On November 15, 2022, with the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock, resulting in the Company having a single class of outstanding voting stock, all of t The fair value of the Private Placement Warrants are measured using a Black Scholes option pricing model. The fair value of Public Warrants were measured based on the listed market price of such warrants, a Level 1 measurement when there existed quoted prices in active markets for the Public Warrants, and a Level 2 measurement when there existed quoted prices in an inactive market. For the three months ended December 31, 2022 and 2021, the Company recognized income resulting from a decrease in the fair value of liabilities of approximately $281,000 and $213,000, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations. For the six months ended December 31, 2022 and 2021, the Company recognized income resulting from a decrease in the fair value of liabilities of approximately $615,000 and $1.5 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed consolidated statements of operations. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the listed price of the Company’s Public Warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of June 30, As of December 31, Volatility n/a n/a Stock price $ 10.15 $ 10.18 Probability of Business Combination 40% 7% Expected life of the options to convert 5.46 5.12 Risk-free rate 3.0% 3.9 % Dividend yield 0.0% 0.0% The change in the fair value of the derivative warrant liabilities, classified as level 3, for the period for the six months ended December 31, 2022 and 2021 is summarized as follows: Derivative warrant liabilities - Level 3, at June 30, 2021 - Level 3 $ 663,000 Change in fair value of derivative warrant liabilities, Level 3 (276,250 ) Derivative warrant liabilities - Level 3, at September 30, 2022- Level 3 386,750 Change in fair value of derivative warrant liabilities, Level 3 (165,750 ) Derivative warrant liabilities - Level 3, at December 31, 2022 - Level 3 $ 221,000 Derivative warrant liabilities - Level 3, at June 30, 2021- Level 3 $ 3,635,450 Change in fair value of derivative warrant liabilities, Level 3 (723,770 ) Derivative warrant liabilities - Level 3, at September 30, 2021 - Level 3 2,911,680 Change in fair value of derivative warrant liabilities, Level 3 (132,600 ) Derivative warrant liabilities - Level 3, at December 31, 2021 - Level 3 2,779,080

Subsequent Events

Subsequent Events	6 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements were issued. The Company did not identify any subsequent event, other than described below, that would have required adjustment or disclosure in the financial statements. On January 3, 2023, the Company received a notice (the “Nasdaq Notice”) from the Listing Qualifications Department of Nasdaq stating that, as of December 27, 2022, the Company had failed to hold an annual meeting of its shareholders and therefore was not in compliance with Nasdaq Listing Rule 5620(a) on January 9, 2023, the Company issued an unsecured promissory note to the Sponsors, with a principal amount of $99,980. The promissory note shares similar features with other promissory notes previously issued by the Company to the Sponsors. On March 8, 2023, the Company received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“NASDAQ”) indicating that the Company is not in compliance with Listing Rule 5250(c)(1) because the Company has failed to file its Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 (the “Delinquent Report”). The Notice stated that no later than May 8, 2023, the Company is required to submit a plan to regain compliance with respect to the filing of the Delinquent Report. If NASDAQ accepts the Company’s plan, it has the discretion to grant the Company an extension of up to 180 calendar days from the due date of the Delinquent Report (or until August 14, 2023) to regain compliance. The Company is continuing to work diligently to complete the Delinquent Report. If the Company is unable to file the Delinquent Report by May 8, 2023, it intends to file a plan to regain compliance with NASDAQ. This notification has no immediate effect on the listing of the Company's shares on NASDAQ. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other NASDAQ listing criteria.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and six months ended December 31, 2022, are not necessarily indicative of the results that may be expected through June 30, 2023. The accompanying unaudited condensed consolidated financial statements of the Company include its wholly owned subsidiary in connection with the Proposed Business Combination. All inter-company accounts and transactions are eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on September 28, 2022.
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 of 2002, 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 an emerging growth 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2022 and June 30, 2022.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. At December 31, 2022 and June 30, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. The Company’s investments held in the Trust Account as of December 31, 2022 and June 30, 2022 is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities money market funds.
Investments Held in the Trust Account	Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Use of Estimates	Use of Estimates The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Public Shares are charged against the carrying value of the shares of Class A common stock subject to possible redemption. Of the total offering costs of the Initial Public Offering, approximately $0.3 million was allocated to the warrants and $6.5 million was allocated to the redeemable Class A common stock as a reduction to the carrying value. Of the $6.8 million of offering costs, approximately $4.0 million is deferred underwriting commissions. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants to purchase shares of the Company’s common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) were recognized as derivative liabilities in accordance with ASC 815, through November 15, 2022, at which time they were classified in equity. The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. The Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the Public Warrants and Private Placement Warrants were initially measured using a Monte Carlo simulation model and a Black Scholes option pricing model, respectively. The fair value of Public Warrants were subsequently measured based on the listed market price of such warrants, until November 15, 2022. The fair value of the Private Placement Warrants has subsequently been estimated using a Black Scholes option pricing model. The determination of the fair value of the warrant liabilities may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Net Income (loss) Per Share of Common Stock	Net Income (loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares and between non-redeemable and redeemable. The Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company. Net income (loss) per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 11,275,000 shares of common stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and six months ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute the calculation of basic and diluted net income per share for each class of common stock: For the Three Months Ended For the Three Months Redeemable Non-Redeemable Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) - basic and diluted $ 139,186 $ 91,341 $ 87,454 $ (37,966 ) $ (9,491 ) Denominator: Basic and diluted weighted average common stock outstanding 2,238,097 1,468,750 1,406,250 11,500,000 2,875,000 Basic and diluted net income (loss) per common stock $ 0.06 $ 0.06 $ 0.06 $ (0.00 ) $ (0.00 ) For the Six Months Ended For the Six Months Ended Redeemable Non-Redeemable Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income - basic and diluted $ 226,657 $ 73,288 $ 213,627 $ 891,354 $ 222,839 Denominator: Basic and diluted weighted average common stock outstanding 2,271,188 734,375 2,140,625 11,500,000 2,875,000 Basic and diluted net income per common stock $ 0.10 $ 0.10 $ 0.10 $ 0.08 $ 0.08
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and June 30, 2022, 274,708 shares and 2,304,279 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option) the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. 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.
Recently Issued Accounting Standards	Recently Issued Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies and Basis of Presentation (Tables)	6 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies and Basis of Presentation [Abstract]
Schedule of basic and diluted net income per share for each class of common stock	For the Three Months Ended For the Three Months Redeemable Non-Redeemable Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) - basic and diluted $ 139,186 $ 91,341 $ 87,454 $ (37,966 ) $ (9,491 ) Denominator: Basic and diluted weighted average common stock outstanding 2,238,097 1,468,750 1,406,250 11,500,000 2,875,000 Basic and diluted net income (loss) per common stock $ 0.06 $ 0.06 $ 0.06 $ (0.00 ) $ (0.00 ) For the Six Months Ended For the Six Months Ended Redeemable Non-Redeemable Class B Class A Class B Basic and diluted net income per common stock: Numerator: Allocation of net income - basic and diluted $ 226,657 $ 73,288 $ 213,627 $ 891,354 $ 222,839 Denominator: Basic and diluted weighted average common stock outstanding 2,271,188 734,375 2,140,625 11,500,000 2,875,000 Basic and diluted net income per common stock $ 0.10 $ 0.10 $ 0.10 $ 0.08 $ 0.08

Temporary Equity - Class A Co_2

Temporary Equity - Class A Common Stock Subject to Possible Redemption (Tables)	6 Months Ended
	Dec. 31, 2022
Temporary Equity Class ACommon Stock Subject To Possible Redemption [Abstract]
Schedule of class A common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled	Gross proceeds $ 115,000,000 Less: Proceeds allocated to public warrants (5,186,500 ) Class A common stock issuance costs (6,471,798 ) Plus: Accretion of carrying value to redemption value 13,383,298 Class A common stock subject to possible redemption at June 30, 2021 $ 116,725,000 Deemed dividend - increase in redemption value of Class A common stock subject to redemption 41,058 Redemption (93,377,626 ) Class A common stock subject to possible redemption at June 30, 2022 $ 23,388,432 Increase in redemption value of class A common stock subject to possible redemption 304,165 Class A common stock subject to possible redemption at September 30, 2022 $ 23,692,597 Redemptions (21,055,164 ) Increase in redemption value of class A common stock subject to possible redemption 42,365 Increase in redemption value of class A common stock subject to possible redemption - Extension payments reimbursed by zSpace 162,880 Class A common stock subject to possible redemption at December 31, 2022 $ 2,842,678

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis	Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account - U.S. Treasury Securities $ 2,899,400 $ - $ - Liabilities: Derivative warrant liabilities - Private $ - $ - $ 221,000 Description Quoted Significant Significant Assets: Investments held in Trust Account - U.S. Treasury Securities $ 23,454,494 $ - $ - Liabilities: Derivative warrant liabilities - Public $ 402,500 $ - $ - Derivative warrant liabilities - Private $ - $ - $ 663,000
Schedule of regarding level 3 fair value measurements	As of June 30, As of December 31, Volatility n/a n/a Stock price $ 10.15 $ 10.18 Probability of Business Combination 40% 7% Expected life of the options to convert 5.46 5.12 Risk-free rate 3.0% 3.9 % Dividend yield 0.0% 0.0%
Schedule of fair value of the derivative warrant liabilities	Derivative warrant liabilities - Level 3, at June 30, 2021 - Level 3 $ 663,000 Change in fair value of derivative warrant liabilities, Level 3 (276,250 ) Derivative warrant liabilities - Level 3, at September 30, 2022- Level 3 386,750 Change in fair value of derivative warrant liabilities, Level 3 (165,750 ) Derivative warrant liabilities - Level 3, at December 31, 2022 - Level 3 $ 221,000 Derivative warrant liabilities - Level 3, at June 30, 2021- Level 3 $ 3,635,450 Change in fair value of derivative warrant liabilities, Level 3 (723,770 ) Derivative warrant liabilities - Level 3, at September 30, 2021 - Level 3 2,911,680 Change in fair value of derivative warrant liabilities, Level 3 (132,600 ) Derivative warrant liabilities - Level 3, at December 31, 2021 - Level 3 2,779,080

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)				1 Months Ended		3 Months Ended	6 Months Ended
	Jun. 02, 2022	May 16, 2022	Dec. 15, 2020	Aug. 16, 2022	Dec. 17, 2020	Dec. 31, 2022	Dec. 31, 2022	Dec. 13, 2022
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)						$ 13.5	$ 13.5
Offering costs			$ 6,000,000
Deferred underwriting commissions			$ 3,500,000
Private placement warrants, description							The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (excluding the amount of any deferred underwriting commissions, as described in Note 5, and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
Net tangible assets							$ 5,000,000
Aggregate of public shares percentage							15%
Obligation redeem percentage							100%
Trust account asset per share (in Dollars per share)						10.15	$ 10.15
Trust account, description							In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Exercise price per share (in Dollars per share)						$ 11.5	$ 11.5
Revenue							$ 100,000,000
Voting power percentage							50%
Maximum amount						$ 230,000
Reimbursement amount							$ 162,880
Aggregate of in cash								$ 21,055,164
Aggregate of public shares outstanding (in Shares)								274,708
Aggregate of shares divided (in Shares)								350,000
Maximum dividend payable of shares per public share (in Dollars per share)								$ 0.5
Cash							16,000
Working capital deficit						$ 0.9	$ 0.9
Federal excise tax				1%
Percentage of fair market value shares repurchased							1%
Maximum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Maximum amount		$ 200,000
Reimbursement zSpace [Member]
Description of Organization and Business Operations (Details) [Line Items]
Merger-related expenses percentage		71.40%
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units in shares (in Shares)			10,000,000
Price per unit (in Dollars per share)			$ 10
Gross proceeds			$ 100,000,000
Description of transaction							Upon the closing of the Initial Public Offering, Private Placements, and the Over-Allotment, approximately $116.7 million ($10.15 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, 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.
Loan proceeds							$ 108,000
Over-Allotment Units [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds					$ 15,000,000
Units in shares (in Shares)					1,500,000
Additional offering costs					$ 825,000
Deferred underwriting fees					$ 525,000
Private Placement Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units in shares (in Shares)						5,000,000	5,000,000
Price per unit (in Dollars per share)						$ 1	$ 1
Gross proceeds							$ 5,000,000
Description of transaction							Simultaneously with the consummation of the sale of the Over-Allotment Units, the Sponsors, MIHI and Jefferies LLC (“Jefferies”), the representative of the underwriters in the Initial Public Offering, purchased an additional 525,000 Private Warrants for an aggregate purchase price of an additional $525,000.
Earnout Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Aggregate share of class A common stock (in Shares)						3,694,581	3,694,581
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)						$ 11.5	$ 11.5
Aggregate amount							$ 13,100,000
Aggregate shares of common stock (in Shares)								2,029,571
Class A Common Stock [Member] | Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Aggregate share of class A common stock (in Shares)						1,000,000	1,000,000
Exercise price per share (in Dollars per share)						$ 11.5	$ 11.5
Class A Common Stock [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)						0.0001	0.0001
Class A Common Stock [Member] | Earnout Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)						$ 12.5	$ 12.5
Sponsor [Member] | Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sponsor payment							$ 25,000
Trust Account Redemptions and Extension of Combination Period [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public shares (in Shares)						10.15	10.15
Description of business combination	On June 2, 2022, the Company held a special meeting of stockholders at which such stockholders voted to extend the time the Company has to consummate an initial Business Combination from June 15, 2022 to December 15, 2022. In connection with such vote, the holders of an aggregate of 9,195,721 Public Shares exercised their right to redeem their shares for an aggregate of approximately $93,377,626 in cash held in the Trust Account. Additionally, upon shareholder approval of the extension, the Sponsors agreed that they or their affiliates would lend to the Company for every month of the extension that was needed to consummate a Business Combination the lesser of an aggregate of (i) $100,000 and (ii) $0.033 per share for each Public Share that was not redeemed in connection with the stockholder vote to be deposited by the Company into the Trust Account on or prior to the 15th day of each month during the extension period. An aggregate of 2,304,279 Public Shares were not redeemed in connection with the stockholder vote and accordingly, a total of $456,247, was deposited into the Trust account which was funded by the Sponsor's loans to the Company and zSpace's reimbursement.
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Description of business combination							The Certificate of Incorporation originally indicated that if the Company was unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or June 15, 2022 (the “Combination Period”), and the Company’s stockholders had not amended the Certificate of Incorporation to extend such Combination Period, the Company would (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes and working capital needs (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies and Basis of Presentation (Details) - USD ($)	6 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Federal depository insurance coverage	$ 250,000
Offering costs	6,800,000
Deferred underwriting commissions	$ 4,000,000
Aggregate of shares of common stock (in Shares)	11,275,000
Common stock subject to possible redemption (in Shares)	274,708
Initial Public Offering [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Total offering costs	$ 300,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies and Basis of Presentation (Details) [Line Items]
Redeemable common stock carrying value	$ 6,500,000
Common stock subject to possible redemption (in Shares)		2,304,279

Summary of Significant Accoun_4

Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of basic and diluted net income per share for each class of common stock - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Redeemable Class A [Member]
Numerator:
Allocation of net income - basic and diluted	$ 139,186		$ 226,657
Denominator:
Basic weighted average common stock outstanding	2,238,097		2,271,188
Basic net income per common stock	$ 0.06	$ 0	$ 0.1	$ 0.08
Non-Redeemable Class A [Member]
Numerator:
Allocation of net income - basic and diluted	$ 91,341		$ 73,288
Denominator:
Basic weighted average common stock outstanding	1,468,750		734,375
Basic net income per common stock	$ 0.06		$ 0.1
Class B Common Stock [Member]
Numerator:
Allocation of net income - basic and diluted	$ 87,454	$ (9,491)	$ 213,627	$ 222,839
Denominator:
Basic weighted average common stock outstanding	1,406,250	2,875,000	2,140,625	2,875,000
Basic net income per common stock	$ 0.06	$ 0	$ 0.1	$ 0.08
Class A Common Stock [Member]
Numerator:
Allocation of net income - basic and diluted		$ (37,966)		$ 891,354
Denominator:
Basic weighted average common stock outstanding		11,500,000		11,500,000
Basic net income per common stock		$ 0		$ 0.08

Summary of Significant Accoun_5

Summary of Significant Accounting Policies and Basis of Presentation (Details) - Schedule of basic and diluted net income per share for each class of common stock (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Redeemable Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Diluted weighted average common stock outstanding	2,238,097	11,500,000	2,271,188	11,500,000
Diluted net income per common stock	$ 0.06	$ 0	$ 0.10	$ 0.08
Non-Redeemable Class A [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Diluted weighted average common stock outstanding	1,468,750		734,375
Diluted net income per common stock	$ 0.06		$ 0.10
Class B Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Diluted weighted average common stock outstanding	1,406,250	2,875,000	2,140,625	2,875,000
Diluted net income per common stock	$ 0.06	$ 0	$ 0.10	$ 0.08
Class A Common Stock [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Diluted weighted average common stock outstanding		11,500,000		11,500,000
Diluted net income per common stock		$ 0		$ 0.08

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		1 Months Ended	6 Months Ended
	Dec. 15, 2020	Dec. 17, 2020	Dec. 31, 2022
Initial Public Offering (Details) [Line Items]
Offering costs	$ 6,000,000
Deferred underwriting commissions	$ 3,500,000
Public warrant, description			Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “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 6).
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Initial public offering units (in Shares)	10,000,000
Price per share (in Dollars per share)	$ 10
Generating gross proceeds	$ 100,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Generating gross proceeds		$ 15,000,000
Purchase of additional units (in Shares)		1,500,000
Additional offering cost		$ 825,000
Deferred underwriting fees		$ 525,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Dec. 15, 2020

Nov. 15, 2022

May 31, 2022

Mar. 31, 2022

Dec. 31, 2020

Dec. 17, 2020

Jun. 30, 2020

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Jun. 30, 2022

Jun. 30, 2021

Jun. 24, 2021

Related Party Transactions (Details) [Line Items]

Founder shares

40,000

786,025

Initial business combination, description

The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Aggregate purchase price (in Dollars)

$ 525,000

Borrowed loan (in Dollars)

$ 108,000

Working capital loans (in Dollars)

$ 1,500,000

$ 1,500,000

Warrant price per share (in Dollars per share)

$ 1

Issued unsecured promissory notes (in Dollars)

$ 674,960

$ 250,000

Incurred expenses (in Dollars)

30,000

$ 25,000

60,000

$ 60,000

Prepaid expenses (in Dollars)

$ 25,000

$ 25,000

Private Placement Warrant [Member]

Related Party Transactions (Details) [Line Items]

Purchased an aggregate shares

5,000,000

IPO [Member]

Related Party Transactions (Details) [Line Items]

Purchased an aggregate shares

10,000,000

Cover expenses (in Dollars)

$ 150,000

Class B Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Common stock, par value (in Dollars per share)

$ 0.0001

$ 0.0001

$ 0.0001

Common stock, shares outstanding

2,875,000

2,875,000

0

0

2,875,000

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

Related Party Transactions (Details) [Line Items]

Common stock outstanding

4,312,500

Common stock, shares outstanding

4,312,500

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

Related Party Transactions (Details) [Line Items]

Common stock outstanding

2,875,000

Common stock, shares outstanding

2,875,000

Class B Common Stock [Member] | Over-Allotment Option [Member]

Related Party Transactions (Details) [Line Items]

Initial stockholders agreed to forfeit shares

375,000

Class A Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Common stock, par value (in Dollars per share)

$ 0.0001

$ 0.0001

$ 0.0001

Common stock, shares outstanding

2,304,279

Aggregate shares

2,875,000

Price per share (in Dollars per share)

$ 11.5

$ 11.5

Sponsor [Member]

Related Party Transactions (Details) [Line Items]

Secretarial services (in Dollars)

$ 10,000

Sponsor [Member] | Private Placement Warrant [Member]

Related Party Transactions (Details) [Line Items]

Aggregate purchase price (in Dollars)

$ 5,000,000

Sponsor [Member] | IPO [Member]

Related Party Transactions (Details) [Line Items]

Aggregate price of common stock (in Dollars)

$ 25,000

Founder Shares [Member]

Related Party Transactions (Details) [Line Items]

Number of founder shares in aggregate

40,000

Issued and outstanding percentage

20%

Purchase of additional units

1,500,000

Purchased an aggregate shares

40,000

Founder Shares [Member] | Over-Allotment Option [Member]

Related Party Transactions (Details) [Line Items]

Initial stockholders agreed to forfeit shares

375,000

Purchased an aggregate shares

525,000

Founder Shares [Member] | Class B Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Shares of common stock

1,437,500

4,312,500

Common stock, par value (in Dollars per share)

$ 0.0001

Aggregate price of common stock (in Dollars)

$ 25,000

Common stock were no longer subject to forfeiture

375,000

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	1 Months Ended	6 Months Ended
	Dec. 17, 2020	Dec. 31, 2022
Commitments & Contingencies (Details) [Line Items]
Additional fee, per unit (in Dollars per share)		$ 0.35
Deferred underwriting commission		$ 3,500,000
Initial Public Offering [Member]
Commitments & Contingencies (Details) [Line Items]
Underwriting discount per unit (in Dollars per share)		$ 0.2
Aggregate amount		$ 2,000,000
Over-Allotment Option [Member]
Commitments & Contingencies (Details) [Line Items]
Underwriters received	$ 300,000
Additional deferred underwriting commissions	525,000
Deferred underwriting commissions	$ 4,025,000

Warrants (Details)

Warrants (Details) - USD ($)	6 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Warrants (Details) [Line Items]
Aggregate of warrants outstanding	$ 11,275,000	$ 11,275,000
Warrants exercise price per share	$ 11.5
Total equity proceeds percentage	60%
Market value per share	$ 9.2
Market value percentage	115%
Redemption trigger price per share	$ 18
Redemption trigger percentage	180%
Derivative warrant liabilities description	Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):  ●in whole and not in part;   ●at a price of $0.01 per warrant;   ●upon a minimum of 30 days’ prior written notice of redemption; and   ●if, and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	5,750,000	5,750,000
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding	5,525,000	5,525,000
Business Combination [Member]
Warrants (Details) [Line Items]
Business combination expire years	5 years
Business Combination [Member] | Class A Common Stock [Member]
Warrants (Details) [Line Items]
Business combination effective issue price per share	$ 9.2

Temporary Equity - Class A Co_3

Temporary Equity - Class A Common Stock Subject to Possible Redemption (Details) - $ / shares	6 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Temporary Equity - Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Subject to possible redemption	274,708
Class A Common Stock [Member]
Temporary Equity - Class A Common Stock Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized	50,000,000	50,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, voting rights	Holders of the Company’s Class A common stock are entitled to one vote for each share.
Common stock, shares outstanding	3,149,708	2,304,279
Subject to possible redemption		2,304,279

Temporary Equity - Class A Co_4

Temporary Equity - Class A Common Stock Subject to Possible Redemption (Details) - Schedule of class A common stock subject to possible redemption reflected on the consolidated balance sheets is reconciled - Class A Common Stock [Member] - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2022
Condensed Financial Statements, Captions [Line Items]
Gross proceeds			$ 115,000,000
Less:
Proceeds allocated to public warrants			(5,186,500)
Class A common stock issuance costs			(6,471,798)
Plus:
Accretion of carrying value to redemption value			13,383,298
Class A common stock subject to possible redemption beginning	$ 23,692,597	$ 23,388,432	23,388,432	$ 116,725,000
Class A common stock subject to possible redemption ending	2,842,678	23,692,597	2,842,678	23,388,432
Deemed dividend - increase in redemption value of Class A common stock subject to redemption				41,058
Redemptions	(21,055,164)			$ (93,377,626)
Increase in redemption value of class A common stock subject to possible redemption - Extension payments reimbursed by zSpace	162,880		$ 162,880
Increase in redemption value of class A common stock subject to possible redemption	$ 42,365	$ 304,165

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	1 Months Ended			6 Months Ended
	Nov. 15, 2022	Dec. 31, 2020	Dec. 17, 2020	Dec. 31, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2020
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Purchase an additional units			1,500,000
Sum of total number of all shares of common stock outstanding				20%
Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Description of common stock, voting rights				Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, with each share of common stock entitling the holder to one vote except as required by law.
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized				50,000,000	50,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares outstanding						2,304,279
Common stock subject to possible redemption				274,708	2,304,279
Aggregate shares	2,875,000
Class A Common Stock [Member] | Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares outstanding				3,149,708
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized				10,000,000	10,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares outstanding	2,875,000	2,875,000		0	2,875,000
Common stock, share issued				0	2,875,000		4,312,500
Issued and outstanding common stock percentage				20%
No longer subject to forfeiture			375,000
Convert shares	2,875,000
Class B Common Stock [Member] | Maximum [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares outstanding		4,312,500
Class B Common Stock [Member] | Minimum [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares outstanding		2,875,000
Class B Common Stock [Member] | Over-Allotment Option [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares subject to forfeiture				375,000
Sponsor [Member] | Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Aggregate of common stock, shares		1,437,500

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Decrease in fair value of liabilities	$ 281,000	$ 213,000	$ 615,000	$ 1,500,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Dec. 31, 2022	Jun. 30, 2022
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities	$ 2,899,400	$ 23,454,494
Liabilities:
Derivative warrant liabilities - Public		402,500
Derivative warrant liabilities - Private
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities
Liabilities:
Derivative warrant liabilities - Public
Derivative warrant liabilities - Private
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - U.S. Treasury Securities
Liabilities:
Derivative warrant liabilities - Public
Derivative warrant liabilities - Private	$ 221,000	$ 663,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of regarding level 3 fair value measurements - $ / shares	6 Months Ended	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2022
Schedule Of Regarding Level3 Fair Value Measurements [Abstract]
Volatility
Stock price (in Dollars per share)	$ 10.18	$ 10.15
Probability of Business Combination	7%	40%
Expected life of the options to convert	5 years 1 month 13 days	5 years 5 months 15 days
Risk-free rate	3.90%	3%
Dividend yield	0%	0%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of fair value of the derivative warrant liabilities - USD ($)	3 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021
Schedule of fair value of the derivative warrant liabilities [Abstract]
Derivative warrant liabilities - Level 3 beginning balance	$ 386,750	$ 663,000	$ 2,911,680	$ 3,635,450
Derivative warrant liabilities - Level 3, ending balance	221,000	386,750	2,779,080	2,911,680
Change in fair value of derivative warrant liabilities, Level 3	$ (165,750)	$ (276,250)	$ (132,600)	$ (723,770)

Subsequent Events (Details)

Subsequent Events (Details)	Jan. 09, 2023 USD ($)
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Principal amount	$ 99,980