Kingswood Acquisition 10-K 17 Apr 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 17, 2023
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-39700
Entity Registrant Name	KINGSWOOD ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2432410
Entity Address, Address Line One	17 Battery Place
Entity Address, Address Line Two	Room 625
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10004
City Area Code	212
Local Phone Number	404-7002
Title of 12(b) Security	None
Trading Symbol	None
Security Exchange Name	NONE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Public Float	$ 0
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001823086
Amendment Flag	false
Entity Ex Transition Period	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Houston, Texas
Class A common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		612,456
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		2,875,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets
Cash	$ 277,511	$ 838,478
Receivables	58,141
Prepaid expense		132,740
Total current assets	335,652	971,218
Investment held in Trust Account	5,514,494	117,861,531
Total Assets	5,850,146	118,832,749
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued expenses	3,849,284	758,095
Convertible promissory note	1,351,662
Deferred tax liability	31,151
Due to related party		1,667
Total current liabilities	5,232,097	759,762
Deferred underwriters' compensation	4,025,000	4,025,000
Warrant liability	672,978	6,443,107
Total liabilities	9,930,075	11,227,869
Commitments and Contingencies
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(9,291,901)	(10,256,949)
Total stockholders' deficit	(9,291,603)	(10,256,651)
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT	5,850,146	118,832,749
Class A common stock
Stockholders' Deficit:
Common stock	10	10
Class A common stock subject to possible redemption
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT
Class A Common Stock subject to possible redemption, 508,456 shares and 11,500,000 shares at redemption value of $3.56 and $10.25 at December 31, 2022 and 2021	5,211,674	117,861,531
Class B common stock
Stockholders' Deficit:
Common stock	$ 288	$ 288

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Class A common stock subject to possible redemption
Common stock subject to possible redemption outstanding (in shares)	508,456	11,500,000
Shares at redemption value	$ 10.25	$ 10.25
Class A common stock not subject to possible redemption
Common stock, shares issued	104,000	104,000
Common stock, shares outstanding	104,000	104,000
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating costs	$ 4,784,480	$ 1,208,657
Loss from operations	(4,784,480)	(1,208,657)
Other income:
Interest income	255,057	11,906
Transaction costs		(8,211)
Change in fair value - convertible promissory note	148,338
Change in fair value of warrant liabilities	5,770,129	759,227
Total other income	6,173,524	762,922
Income (loss) before provision for income taxes	1,389,044	(445,735)
Provision for income taxes	(36,810)
Net income (loss)	$ 1,352,234	$ (445,735)
Class A common stock subject to possible redemption
Other income:
Weighted average shares outstanding - Basic	4,859,959	11,500,000
Weighted average shares outstanding - diluted	4,859,959	11,500,000
Net income (loss) per share - Basic	$ 0.17	$ (0.03)
Net income (loss) per share - diluted	$ 0.17	$ (0.03)
Class A and Class B common stock not subject to redemption
Other income:
Weighted average shares outstanding - Basic	2,979,000	2,979,000
Weighted average shares outstanding - diluted	2,979,000	2,979,000
Net income (loss) per share - Basic	$ 0.17	$ (0.03)
Net income (loss) per share - diluted	$ 0.17	$ (0.03)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Common Stock	Class B common stock Common Stock	Accumulated Deficit	Total
Balance at beginning period at Dec. 31, 2020	$ 10	$ 288	$ (9,558,337)	$ (9,558,039)
Balance at beginning period (in Shares) at Dec. 31, 2020	104,000	2,875,000
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Offering costs			(241,091)	(241,091)
Remeasurement of Class A common stock subject to possible redemption			(11,786)	(11,786)
Net Income (Loss)			(445,735)	(445,735)
Balance at ending period at Dec. 31, 2021	$ 10	$ 288	(10,256,949)	(10,256,651)
Balance at ending period (in Shares) at Dec. 31, 2021	104,000	2,875,000
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Remeasurement of Class A common stock subject to possible redemption			(387,186)	(387,186)
Net Income (Loss)			1,352,234	1,352,234
Balance at ending period at Dec. 31, 2022	$ 10	$ 288	$ (9,291,901)	$ (9,291,603)
Balance at ending period (in Shares) at Dec. 31, 2022	104,000	2,875,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 1,352,234	$ (445,735)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investments held in Trust Account	(254,973)	(11,786)
Change in fair value of warrant liabilities	(5,770,129)	(759,227)
Change in fair value of convertible note	(148,338)
Write-off due to related party	(1,667)
Transaction costs		8,211
Changes in working capital:
Receivables	(58,141)
Deferred tax liability	31,151
Prepaid expense	132,740	160,000
Accounts payable and accrued expenses	3,091,189	429,176
Net cash used in operating activities	(1,625,934)	(619,361)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemption	113,037,043
Investment of cash in Trust Account	(435,033)
Net cash provided by investing activities	112,602,010
Cash flows from financing activities:
Proceeds from convertible promissory note	1,500,000	0
Redemption of Class A common stock subject to possible redemption	(113,037,043)
Net cash used in financing activities	(111,537,043)
Net change in cash	(560,967)	(619,361)
Cash, beginning of the period	838,478	1,457,839
Cash, end of period	277,511	$ 838,478
Non-cash investing and financing transactions:
Federal income taxes paid	19,000
Remeasurement of Class A common stock subject to possible redemption	$ 387,186

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Organization and Business Operations
Organization and Business Operations	​ Note 1 — Kingswood Acquisition Corp. (formerly Kingswood Global Holdings Inc.) (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on July 27, 2020. The Company was formed for the purpose of acquiring, merging with, engaging in capital stock exchange with, purchasing all or substantially all of the assets of, engaging in contractual arrangements, or engaging in any other similar business combination with a single operating entity, or one or more related or unrelated operating entities operating in any sector. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from July 27, 2020 (inception) through December 31, 2022, relates to the Company’s formation and initial public offering (“Public Offering” or “IPO”), and, since the completion of the Public Offering, searching for a target to consummate a business combination. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering and placed in the Trust Account (defined below) and recognizes changes in the fair value of warrant liabilities and convertible promissory notes as other income (expense). The Company has selected December 31 as its fiscal year end. Public Offering The Company completed the sale of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit on November 24, 2020. Simultaneous with the closing of the Public Offering, the Company completed the sale of 6,050,000 warrants (the “Private Warrants”), at a price of $1.00 per Private Warrant, which is discussed in Note 3. In connection with the Public Offering, the underwriters were granted a 30-day option from the date of the prospectus for the Public Offering to purchase up to 1,500,000 additional units to cover over-allotments (the “Over-Allotment Units”), if any. Simultaneously with the closing of the Public Offering, the underwriters elected to exercise its over-allotment option in full, which, at $10.00 per Unit, generated gross proceeds of $15,000,000. The Company, in parallel, consummated the private placement of an additional 431,550 Private Warrants at a price of $1.00 per Private Warrant, which generated total additional gross proceeds of $431,550. The Company had until November 24, 2022 to complete a business combination (the “Combination Period”). If the Company is unable to consummate its initial business combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten Proxy Statement The Company’s initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial business combination within the Combination Period. However, if the initial stockholders acquire public shares in or after the 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 during the Combination Period. Proxy Statement On May 18, 2022, the Company convened its special meeting in lieu of an annual meeting of stockholders (the “Special Meeting”) virtually, and voted in the affirmative on the proposal to extend the date by which the Company must complete its business combination from May 24, 2022 to November 24, 2022 (“Extension Amendment”). In connection with the Extension Amendment, shareholders holding 10,036,744 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account (the “Extension Redemption”). On May 20, 2022, the Company paid from the Trust Account an aggregate amount of $102,894,278, or approximately $10.25 per share to redeeming shareholders in the Extension Redemption. For each one-month extension, the Sponsor agreed to contribute, as a loan, to the Company $60,969 or approximately $0.04 per share for each Public Share not redeemed in connection with the Extension Amendment (the “Contribution”). Monthly Contributions in the amount of $60,969 are payable monthly through the Company’s extension date in November 2022 (if the Sponsor fully extends the term the Company has to complete an initial business combination). On November 23, 2022, the Company convened its special meeting in lieu of an annual meeting of stockholders (the “Special Meeting 2”) virtually, and voted in the affirmative on the proposal to extend the date by which the Company must complete its initial business combination from November 24, 2022 to May 24, 2023 (the “Extension Amendment Proposal”). In connection with the Extension Amendment, shareholders holding 954,800 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account (the “Extension Redemption”). On November 21, 2022, the Company paid from the Trust Account an aggregate amount of $10,142,765, or approximately $10.62 per share to redeeming shareholders in the Extension Redemption. Associated with the Merger Agreement (described below), Wentworth has agreed to deposit $69,218 per month into the Trust Account until the consummation of the business combination. For the year ended December 31, 2022, $435,032 was deposited in the Trust Account. Business Combination Agreement On July 7, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Binah Capital Group, Inc., a Delaware corporation and wholly owned subsidiary of Kingswood (“Holdings”), Kingswood Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“Kingswood Merger Sub”), Wentworth Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Wentworth Merger Sub”), and Wentworth Management Services LLC, a Delaware limited liability company (“Wentworth”). In addition, contemporaneously with the execution of the Merger Agreement, (i) certain holders of Wentworth’s membership units representing a majority of the Wentworth’s outstanding membership interests entered into a Wentworth Support Agreement pursuant to which such Wentworth members agreed, among other things, to approve the Merger Agreement and the transaction, (ii) the Company and Company’s Sponsor entered into a Founder Support Agreement pursuant to which certain holders of founder shares agreed to approve the Merger Agreement and the transaction and (iii) certain holders of Kingswood’s common stock, par value $0.0001 per share (“Kingswood Common Stock”) and Kingswood Private Placement Warrants entered into a Founder Support Agreement, pursuant to which, among other things, such holders of Kingswood Common Stock agreement to approve the Merger Agreement and the transaction. Associated with the Merger Agreement, Wentworth has agreed to pay for certain merger related expenses and additional funding in the Trust Account. As of December 31, 2022, Wentworth owed an aggregate of $198,522 to the Company for these items. On December 31, 2022 the Company has forgiven this amount due from Wentworth. On December 30, 2022, the Company entered into a letter agreement with Wentworth to extend the termination date of the merger agreement from December 30, 2022 to June 30, 2023. Liquidity, Capital Resources, and Going Concern As of December 31, 2022, the Company had cash of $277,511 and working capital deficit of $4,923,435 excluding taxes payable from the Trust Account. On March 24, 2022, the Company’s Sponsor has agreed to loan the Company up to $1,500,000 in the form of convertible promissory notes as may be required (the “Working Capital Loans” or “Convertible Promissory Note”). If the Company completes a business combination, the Company would repay the Working Capital Loans. 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. Such Working Capital Loans are evidenced by a promissory note. The note will either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, or converted upon consummation of a business combination into additional Private Warrants equal to $1.00 per Private Warrant. As of December 31, 2022 and 2021, $1,500,000 and $0, respectively, was drawn on the convertible promissory note, presented at its fair value of $1,351,662, and $0, respectively. If the Company’s estimate of the costs of completing the Merger Agreement are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to a business combination. Moreover, in addition to the access to the Working Capital Loans, the Company may need to obtain other financing either to complete a business combination or because the Company redeemed a significant number of public shares upon consummation of a business combination, in which case the Company may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a business combination. If the Company is unable to complete a business combination because the Company does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a business combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. The Company has until May 24, 2023 to consummate a business combination. It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution, unless time for which the business combination is otherwise extended as further outlined above under the heading “ Proxy Statement Risks and Uncertainties 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 a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 financial statements. 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 financial statements. Consideration of Inflation Reduction Act Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither classified as an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The more significant accounting estimates included in these financial statements is the determination of fair value of the warrant liabilities and the convertible promissory note. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Marketable securities held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in a money market mutual funds. Money market mutual funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Subsequent to December 31, 2022, the Company converted the assets held in the Trust Account to cash in order to circumvent any potential characterization of the Company as an Investment Company. Receivables Receivables include $58,141 due from taxing authorities related to excess estimated tax payments. Warrant Liabilities The Company evaluated its Warrants, (which are discussed in Note 4 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging; Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that a provision in the Warrant Agreement related to certain transfers, tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change. Convertible Promissory Note On March 24, 2022, the Sponsor agreed to loan the Company up to $1,500,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, at any time on or prior to the maturity date, any unpaid principal amount outstanding may be converted into whole warrants (“Conversion Warrants”) to purchase Class A common stock at a conversion price equal to $1.00 per warrant. The Company elected the fair value option as the reporting value of the Convertible Promissory Note. As a result of applying the fair value option, the Company records each draw with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in fair value of convertible promissory note on the statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s assumptions a market participant would use in pricing the asset or liability. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The Fair Value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the Measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ​ Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ​ Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. ​ See Note 9 for additional information on assets and liabilities measured at fair value. ​ Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable common stock is classified as temporary equity. Non-redeemable common stock is classified as permanent equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. On May 18, 2022, the Company held a special meeting in lieu of an annual meeting pursuant to which the stockholders approved extending the date by which the Company had to complete a business combination from May 24, 2022 to November 24, 2022. In connection with the approval of the extension, stockholders elected to redeem an aggregate of 10,036,744 class A common stock. As a result, an aggregate of $102,894,278 (or approximately $10.25 per share) was released from the Trust Account to pay such stockholders. On November 23, 2022, the Company held a special meeting in lieu of an annual meeting pursuant to which the stockholders approved extending the date by which the Company had to complete a business combination from November 24, 2022 to May 24, 2023. In connection with the approval of the extension, stockholders elected to redeem an aggregate of 954,800 class A common stock. As a result, an aggregate of $10,142,765 (or approximately $10.62 per share) was released from the Trust Account to pay such stockholders. Accordingly, as of December 31, 2022 and 2021, 508,456 and 11,500,000 shares of class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the balance sheets. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2022 and 2021, the Class A common stock reflected in the accompanying balance sheets are reconciled in the following table. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 As of beginning of the period ​ $ 117,861,531 ​ $ 117,849,745 Less: ​ ​ Redemptions ​ (113,037,043) ​ — Plus: ​ ​ Remeasurement adjustment of carrying value to redemption value ​ 387,186 ​ 11,786 Class A common stock subject to possible redemption ​ $ 5,211,674 ​ $ 117,861,531 ​ Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to temporary equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Stock based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding founder shares acquired by directors of the Company at prices below fair value. The acquired shares shall vest upon the Company consummating an initial business combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the shares will be forfeited and funds paid for the shares shall be refunded. The founder shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a business combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has until May 24, 2023 (as extended) to consummate a business combination, and if a business combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued in October 2020 and November 2020 (“Grant Dates”), and the shares vest, not upon a fixed date, but upon consummation of an initial business combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation resulted in a fair value of $6.19 per share as of the Grant Dates, or an aggregate of $1,671,300 for the 270,000 shares. The aggregate amount paid for the acquired shares was approximately $218,000 . The excess fair value over the amount paid is $1,453,300 , which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial business combination. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Share The Company has two classes of stock, which are referred to as redeemable Class A common stock and non-redeemable Class A and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The 15,184,550 potential common stock for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31,2021 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ For the Year Ended ​ December 31, 2022 ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ Net income (loss) available to Redeemable Class A ​ $ 838,385 ​ $ (354,027) Basic and diluted weighted average shares outstanding, Class A common stock, subject to possible redemption $ 4,859,959 ​ $ 11,500,000 Basic and diluted net income (loss) per share, redeemable Class A common stock ​ ​ 0.17 ​ ​ (0.03) Net income (loss) available to Non-Redeemable Class A and Class B common stock ​ ​ 513,849 ​ ​ (91,708) Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B common stock ​ $ 2,979,000 ​ $ 2,979,000 Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B common stock ​ $ 0.17 ​ $ (0.03) ​ Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable to the Company for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Public Offering on November 24, 2020, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, par value $0.0001 per share and three-fourths 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. Each whole warrant will become exercisable on the later of the completion of the initial business combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Public Offering, the underwriters elected to exercise their full over-allotment option of 1,500,000 Units at a purchase price of $10.00 per Unit. Upon closing the Public Offering and the sale of the Over-Allotment Units, a total of $117,848,550 ($10.25 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. Warrants ​ Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a business combination or earlier upon redemption or liquidation. 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 Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrant holder; 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 ending three business days before 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. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial 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. If (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s 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 such affiliates, as applicable, 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 (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement.
Private Placement	Note 4 — On November 24, 2020, simultaneously with the closing of the Public Offering and the closing of the exercise of the over-allotment option, the Sponsor and one of the Company’s directors purchased an aggregate of 6,481,550 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $6,481,550, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the Public Offering held in the Trust Account. The Private Warrants are identical to the Public Warrants sold in the Public Offering except that the Private Warrants, so long as they are held by the Sponsor or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the shares of Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. The Company’s Sponsor has agreed to: (i) waive its redemption rights with respect to its Founder Shares and public shares in connection with the completion of the Company’s initial business combination; (ii) waive its redemption rights with respect to its Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial business combination within 18 months from the closing of the Public Offering or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; (iii) waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate its initial business combination within 18 months from the closing of the Public Offering, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its initial business combination within the prescribed time frame; and (iv) vote any Founder Shares and any public shares purchased during or after the Public Offering (including in open-market and privately negotiated transactions) in favor of the Company’s initial business combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions
Related Party Transactions	Note 5 — Founder Shares In August 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 shares of Class B common stock, par value $0.0001 per share (the “Founder Shares”). On October 22, 2020 and November 3, 2020, the Sponsor surrendered an aggregate of 1,437,500 Founder Shares, which were cancelled, resulting in an aggregate of 2,875,000 Founder Shares outstanding and held by the Sponsor. Up to 375,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters. In connection with the underwriters’ full exercise of their over-allotment option on November 24, 2020, the 375,000 Founder Shares were no longer subject to forfeiture. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial business combination; or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock-up”). Notwithstanding the foregoing, if (1) the closing price of 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 (2) if the Company consummates a transaction after the initial business combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. In October 2020 and November 2020 (“Grant Dates”) the Sponsor transferred a total of 270,000 Founder Shares to the Company’s directors. The shares vest, not upon a fixed date, but upon consummation of an initial business combination. The Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation resulted in a fair value of $6.19 per share as of the Grant Dates, or an aggregate of $1,671,300 for the 270,000 shares. The aggregate amount paid for the transferred shares was approximately $218,000. The excess fair value over the amount paid is $1,453,300, which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial business combination. Convertible Promissory Note In order to finance transaction costs in connection with a business combination, on March 24, 2022, the Sponsor agreed to loan the Company up to $1,500,000 in the form of a non-interest bearing convertible promissory notes to be used for a portion of the expenses of the Company (“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. Additionally, the Company may convert the unpaid principal balance into whole warrants (“Conversion Warrants”) to purchase Class A common stock at a conversion price equal to $1.00 per warrant. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2022, $1,500,000 was drawn on the convertible promissory note, presented at its fair value of $1,351,662 on the accompanying balance sheet. As of December 31, 2021, the Company had no borrowings under the convertible promissory note. Administrative Service Fee Commencing on the date of the final prospectus for the Public Offering, the Company has agreed to pay the Sponsor up to $10,000 per month for office space, secretarial and administrative services as needed. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the year ended December 31, 2022, the Sponsor has agreed to forgive the administrative service fee in the amount $1,667 that had been previously accrued. No amount has been paid related to the administrative service fee. ​

Commitments

Commitments	12 Months Ended
	Dec. 31, 2022
Commitments
Commitments	Note 6 — Registration Rights The holders of (i) the Founder Shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering, and the common stock underlying such Private Warrants and (iii) Private Warrants that may be issued upon conversion of Working Capital Loans (and the securities underlying such securities) have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30-day option from the date of the Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. Simultaneously with the closing of the Public Offering on November 24, 2020, the underwriters fully exercised the over-allotment option to purchase 1,500,000 Units, generating an aggregate of gross proceeds of $15,000,000. On November 24, 2020, the Company paid a fixed underwriting discount of $0.20 per Unit, or $2.3 million in the aggregate, in connection with the underwriters’ exercise of their over-allotment option in full, of which $1,040,000 was paid in the form of 104,000 Units and $1,260,000 was paid in cash. Additionally, a deferred underwriting discount of $0.35 per Unit, or $4.02 million in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. Business Combination In connection with the initial business combination, the company engaged Oppenheimer & Co. Inc. and SPAC Advisory Partners LLC to act as its financial advisors, each will be entitled to customary fees in such capacity, with payment due at, and conditioned upon, the closing of the business combination.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Deficit
Stockholders' Deficit	— Preferred Stock Class A Common Stock Class B Common Stock Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule. The Class B common stock will automatically convert into Class A common stock on the first business day following the consummation of the initial business combination at a ratio such that the number 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 (a) the total number of all shares of Class A common stock issued and outstanding (including any shares of Class A common stock issued pursuant to the underwriter’s over-allotment option) upon the consummation of the Public Offering, plus (b) the sum of all 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(including any shares of Class A common stock issued pursuant to a forward purchase agreement), excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and any private shares issued to the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans, minus (c) the number of shares of Class A common stock redeemed in connection with the initial business combination, provided that such conversion of shares of Class B common stock shall never be less than the initial conversion ratio. In no event will the Class B common stock convert into Class A common stock at a rate of less than one-to one.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2022
INCOME TAX
INCOME TAX	NOTE 8 — The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 Deferred tax assets ​ ​ Organizational costs/Startup expenses ​ $ 843,823 ​ $ 249,918 Federal Net Operating Loss ​ 20,252 ​ 42,889 Change in fair value of convertible debt ​ ​ (31,151) ​ ​ — Business combination expenses ​ ​ — ​ ​ — Total deferred tax assets ​ 832,924 ​ 292,807 Valuation Allowance ​ (864,075) ​ (292,807) Deferred tax liability ​ $ (31,151) ​ $ — ​ The income tax provision for the year ended December 31, 2022 and 2021 consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 Federal ​ ​ Current ​ ​ 5,659 ​ ​ — Deferred ​ (540,116) ​ (203,914) ​ ​ ​ ​ ​ ​ ​ States ​ ​ Current ​ — ​ — Deferred ​ — ​ — Change in valuation allowance ​ 571,267 ​ 203,914 Income tax provision ​ $ 36,810 ​ $ — ​ As of December 31, 2022 and December 31, 2021, the Company had $96,436 and $204,234 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $571,267. For the year ended December 31, 2021, the change in the valuation allowance was $203,914. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ 2022 ​ 2021 ​ Statutory federal income tax rate 21.0 % 21.0 % Business Combination expenses ​ 27.8 % — % Transaction costs ​ — % (0.4) % Change in fair value of Derivative Liabilities (87.3) % 35.8 % Change in valuation allowance 41.1 % (56.4) % Income tax provision 2.6 % — % ​ The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities since inception.

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Recurring Fair Value Measurements
Recurring Fair Value Measurements	Note 9 — Recurring Fair Value Measurements The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The fair values of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. Since all of the Company’s permitted investments consist of U.S. Money Market funds, fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s warrant liability for the Private Warrants and Convertible Promissory Note is based on valuation models utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair values. The fair values of the Private Warrant liability and Convertible Promissory Note are classified within Level 3 of the fair value hierarchy. The Company’s warrant liability for the Public Warrants is based on quoted prices in an active market for identical assets. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. At June 30, 2021 the Company reclassified the Public Warrants from a Level 3 to a Level 1 classification. The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Money Market Mutual Funds held in Trust Account (1) ​ $ 5,514,494 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Promissory Note ​ $ — ​ $ — ​ $ 1,351,662 Private Placement Warrants ​ $ — ​ $ — ​ $ 327,978 Public Warrants ​ $ 345,000 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ U.S. Money Market Mutual Funds held in Trust Account (1) ​ $ 117,861,531 ​ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Warrants ​ $ — ​ $ — ​ $ 2,820,607 Public Warrants ​ $ 3,622,500 ​ $ — ​ $ — (1) Warrants and Convertible Promissory Note The Warrants and Convertible Promissory Note are accounted for as liabilities in accordance with ASC 815-40 on the balance sheets. The warrant liabilities and Convertible Promissory Note are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities and convertible promissory note in the statement of operations. Measurement On December 31, 2022 and 2021 the Company’s Public Warrants were separately trading in an active market and valuation of the Company’s Public Warrant liability was determined based upon the closing market price at December 31, 2022 and 2021, respectively. On December 31, 2022 and 2021, the Company used a modified Black-Scholes model to value the Private Warrants. The Warrants were classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs. The key inputs into the modified Black Scholes option pricing model for the Private Placement Warrants were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, Input 2022 2021 Stock price ​ $ 10.02 ​ $ 10.10 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Term (years) ​ 5.0 ​ 5.0 ​ Risk free rate ​ 3.99 % 1.26 % Dividend yield ​ — % — % Volatility ​ 1.8 % 10 % ​ On December 31, 2022, the Company used a yield-to-maturity bond pricing model to value the Convertible Promissory Note. The Convertible Promissory Note was classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs. The key inputs into the pricing model for the Convertible Promissory Note was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Input 2022 Amount due at maturity ​ $ 1,500,000 ​ Term (years) ​ ​ 0.5 ​ Probability of a successful business combination ​ 92.5 % Present value factor ​ 0.9742 ​ ​ The Company’s use of models required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the five-year U.S. Treasury rate, which was commensurate with the contractual term of the Private Warrants and Convertible Promissory Note. An increase in the risk-free interest rate, in isolation, would result in an increase in the fair value measurement of the Private Warrant and Convertible Promissory Note and vice versa. ● An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and Convertible Promissory Note and vice versa. ● The volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the Private Warrant and Convertible Promissory Note and vice versa. The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our financial instruments classified as Level 3: ​ ​ ​ ​ ​ ​ ​ Level 3 Fair value as of December 31, 2021 ​ $ 2,820,607 Borrowing - Convertible Promissory Note ​ 1,500,000 Change in fair value of Convertible Promissory Note ​ (148,338) Change in fair value - Private Warrant Liabilities ​ (2,492,629) Fair value as of December 31, 2022 ​ $ 1,679,640 ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Warrant ​ Liabilities ​ ​ ​ ​ Fair value as of December 31, 2020 ​ $ 7,202,334 Transfers to Level 1 (1) ​ ​ (4,571,250) Change in fair value ​ (189,523) Fair value as of December 31, 2021 ​ $ 2,820,607 (1) Assumes the Public Warrants were reclassified on December 31, 2021. Other than the Public Warrant liability being reclassified from Level 3 to Level 1, there were no other reclassifications to or from any other level.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events
Subsequent Events	Note 10 — The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as disclosed above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither classified as an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The more significant accounting estimates included in these financial statements is the determination of fair value of the warrant liabilities and the convertible promissory note. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Marketable securities held in Trust Account	Marketable securities held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in a money market mutual funds. Money market mutual funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Subsequent to December 31, 2022, the Company converted the assets held in the Trust Account to cash in order to circumvent any potential characterization of the Company as an Investment Company.
Receivables	Receivables Receivables include $58,141 due from taxing authorities related to excess estimated tax payments.
Warrant Liabilities	Warrant Liabilities The Company evaluated its Warrants, (which are discussed in Note 4 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging; Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that a provision in the Warrant Agreement related to certain transfers, tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities on the Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statement of operations in the period of change.
Convertible Promissory Note	Convertible Promissory Note On March 24, 2022, the Sponsor agreed to loan the Company up to $1,500,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, at any time on or prior to the maturity date, any unpaid principal amount outstanding may be converted into whole warrants (“Conversion Warrants”) to purchase Class A common stock at a conversion price equal to $1.00 per warrant. The Company elected the fair value option as the reporting value of the Convertible Promissory Note. As a result of applying the fair value option, the Company records each draw with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in fair value of convertible promissory note on the statement of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s assumptions a market participant would use in pricing the asset or liability.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The Fair Value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the Measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. ​ Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. ​ Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. ​ See Note 9 for additional information on assets and liabilities measured at fair value.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable common stock is classified as temporary equity. Non-redeemable common stock is classified as permanent equity. The Company’s common stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. On May 18, 2022, the Company held a special meeting in lieu of an annual meeting pursuant to which the stockholders approved extending the date by which the Company had to complete a business combination from May 24, 2022 to November 24, 2022. In connection with the approval of the extension, stockholders elected to redeem an aggregate of 10,036,744 class A common stock. As a result, an aggregate of $102,894,278 (or approximately $10.25 per share) was released from the Trust Account to pay such stockholders. On November 23, 2022, the Company held a special meeting in lieu of an annual meeting pursuant to which the stockholders approved extending the date by which the Company had to complete a business combination from November 24, 2022 to May 24, 2023. In connection with the approval of the extension, stockholders elected to redeem an aggregate of 954,800 class A common stock. As a result, an aggregate of $10,142,765 (or approximately $10.62 per share) was released from the Trust Account to pay such stockholders. Accordingly, as of December 31, 2022 and 2021, 508,456 and 11,500,000 shares of class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the balance sheets. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2022 and 2021, the Class A common stock reflected in the accompanying balance sheets are reconciled in the following table. ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 As of beginning of the period ​ $ 117,861,531 ​ $ 117,849,745 Less: ​ ​ Redemptions ​ (113,037,043) ​ — Plus: ​ ​ Remeasurement adjustment of carrying value to redemption value ​ 387,186 ​ 11,786 Class A common stock subject to possible redemption ​ $ 5,211,674 ​ $ 117,861,531 ​
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A—“Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering. Offering costs are charged to temporary equity or the statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO.
Stock based Compensation	Stock based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding founder shares acquired by directors of the Company at prices below fair value. The acquired shares shall vest upon the Company consummating an initial business combination (the “Vesting Date”). If prior to the Vesting Date, the director ceases to be a director, the shares will be forfeited and funds paid for the shares shall be refunded. The founder shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a business combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has until May 24, 2023 (as extended) to consummate a business combination, and if a business combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued in October 2020 and November 2020 (“Grant Dates”), and the shares vest, not upon a fixed date, but upon consummation of an initial business combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation resulted in a fair value of $6.19 per share as of the Grant Dates, or an aggregate of $1,671,300 for the 270,000 shares. The aggregate amount paid for the acquired shares was approximately $218,000 . The excess fair value over the amount paid is $1,453,300 , which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial business combination.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Share	Net Income (Loss) per Common Share The Company has two classes of stock, which are referred to as redeemable Class A common stock and non-redeemable Class A and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The 15,184,550 potential common stock for outstanding warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31,2021 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ For the Year Ended ​ December 31, 2022 ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ Net income (loss) available to Redeemable Class A ​ $ 838,385 ​ $ (354,027) Basic and diluted weighted average shares outstanding, Class A common stock, subject to possible redemption $ 4,859,959 ​ $ 11,500,000 Basic and diluted net income (loss) per share, redeemable Class A common stock ​ ​ 0.17 ​ ​ (0.03) Net income (loss) available to Non-Redeemable Class A and Class B common stock ​ ​ 513,849 ​ ​ (91,708) Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B common stock ​ $ 2,979,000 ​ $ 2,979,000 Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B common stock ​ $ 0.17 ​ $ (0.03) ​
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable to the Company for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Schedule of Class A common stock reflected in the accompanying balance sheets	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 As of beginning of the period ​ $ 117,861,531 ​ $ 117,849,745 Less: ​ ​ Redemptions ​ (113,037,043) ​ — Plus: ​ ​ Remeasurement adjustment of carrying value to redemption value ​ 387,186 ​ 11,786 Class A common stock subject to possible redemption ​ $ 5,211,674 ​ $ 117,861,531 ​
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ For the Year Ended ​ December 31, 2022 ​ December 31, 2021 ​ ​ ​ ​ ​ ​ ​ Net income (loss) available to Redeemable Class A ​ $ 838,385 ​ $ (354,027) Basic and diluted weighted average shares outstanding, Class A common stock, subject to possible redemption $ 4,859,959 ​ $ 11,500,000 Basic and diluted net income (loss) per share, redeemable Class A common stock ​ ​ 0.17 ​ ​ (0.03) Net income (loss) available to Non-Redeemable Class A and Class B common stock ​ ​ 513,849 ​ ​ (91,708) Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B common stock ​ $ 2,979,000 ​ $ 2,979,000 Basic and diluted net income (loss) per share, Non-Redeemable Class A and Class B common stock ​ $ 0.17 ​ $ (0.03) ​

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2022
INCOME TAX
Schedule of Company's deferred tax assets	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 Deferred tax assets ​ ​ Organizational costs/Startup expenses ​ $ 843,823 ​ $ 249,918 Federal Net Operating Loss ​ 20,252 ​ 42,889 Change in fair value of convertible debt ​ ​ (31,151) ​ ​ — Business combination expenses ​ ​ — ​ ​ — Total deferred tax assets ​ 832,924 ​ 292,807 Valuation Allowance ​ (864,075) ​ (292,807) Deferred tax liability ​ $ (31,151) ​ $ —
Schedule of reconciliation of the income tax expense (benefit)	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 Federal ​ ​ Current ​ ​ 5,659 ​ ​ — Deferred ​ (540,116) ​ (203,914) ​ ​ ​ ​ ​ ​ ​ States ​ ​ Current ​ — ​ — Deferred ​ — ​ — Change in valuation allowance ​ 571,267 ​ 203,914 Income tax provision ​ $ 36,810 ​ $ —
Schedule reconciliation of the federal income tax rate to the Company's effective tax rate	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ ​ 2022 ​ 2021 ​ Statutory federal income tax rate 21.0 % 21.0 % Business Combination expenses ​ 27.8 % — % Transaction costs ​ — % (0.4) % Change in fair value of Derivative Liabilities (87.3) % 35.8 % Change in valuation allowance 41.1 % (56.4) % Income tax provision 2.6 % — %

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Recurring Fair Value Measurements
Schedule of Company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 Level 1 Level 2 Level 3 Assets: ​ ​ ​ U.S. Money Market Mutual Funds held in Trust Account (1) ​ $ 5,514,494 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Promissory Note ​ $ — ​ $ — ​ $ 1,351,662 Private Placement Warrants ​ $ — ​ $ — ​ $ 327,978 Public Warrants ​ $ 345,000 ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 Level 1 Level 2 Level 3 Assets: ​ ​ ​ ​ ​ ​ ​ ​ U.S. Money Market Mutual Funds held in Trust Account (1) ​ $ 117,861,531 ​ $ — $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Warrants ​ $ — ​ $ — ​ $ 2,820,607 Public Warrants ​ $ 3,622,500 ​ $ — ​ $ — (1)
Schedule of fair value measurements of key inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, Input 2022 Amount due at maturity ​ $ 1,500,000 ​ Term (years) ​ ​ 0.5 ​ Probability of a successful business combination ​ 92.5 % Present value factor ​ 0.9742 ​ ​
Schedule of reconciliation of changes in fair value of warrants	​ ​ ​ ​ ​ ​ ​ Level 3 Fair value as of December 31, 2021 ​ $ 2,820,607 Borrowing - Convertible Promissory Note ​ 1,500,000 Change in fair value of Convertible Promissory Note ​ (148,338) Change in fair value - Private Warrant Liabilities ​ (2,492,629) Fair value as of December 31, 2022 ​ $ 1,679,640 ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Warrant ​ Liabilities ​ ​ ​ ​ Fair value as of December 31, 2020 ​ $ 7,202,334 Transfers to Level 1 (1) ​ ​ (4,571,250) Change in fair value ​ (189,523) Fair value as of December 31, 2021 ​ $ 2,820,607 (1) Assumes the Public Warrants were reclassified on December 31, 2021.
Private Placement [Member]
Recurring Fair Value Measurements
Schedule of fair value measurements of key inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, Input 2022 2021 Stock price ​ $ 10.02 ​ $ 10.10 ​ Exercise price ​ $ 11.50 ​ $ 11.50 ​ Term (years) ​ 5.0 ​ 5.0 ​ Risk free rate ​ 3.99 % 1.26 % Dividend yield ​ — % — % Volatility ​ 1.8 % 10 % ​

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)							12 Months Ended
	Nov. 23, 2022	Nov. 21, 2022	May 20, 2022	May 18, 2022	Mar. 24, 2022	Nov. 24, 2020	Dec. 31, 2022	Dec. 31, 2021	Jul. 07, 2022
Organization and Business Operations
Threshold business days for redemption of public shares							10 days
Maximum net interest to pay dissolution expenses							$ 100,000
Number of public shares redeemed	954,800			10,036,744
Payments for redemption of stock		$ 10,142,765	$ 102,894,278
Redemption price per share	$ 10.62	$ 10.62	$ 10.25	$ 10.25
Common stock, par value									$ 0.0001
Cash							277,511	$ 838,478
Working capital							4,923,435
Maximum loan of convertible promissory notes					$ 1,500,000
Proceeds held in trust account used to repay working capital loans					0
Proceeds from convertible promissory note							1,500,000	0
Fair value of the convertible promissory note							1,351,662	$ 0
Amount deposited into trust account							435,032
Sponsor
Organization and Business Operations
Amount of loan contributed by sponsor as loan		$ 69,218	$ 60,969
Contribution per share			$ 0.04
Monthly payment of contributions			$ 60,969
Maximum loan of convertible promissory notes					$ 1,500,000
Receivables associated with merger agreement							$ 198,522
Class A common stock
Organization and Business Operations
Common stock, par value							$ 0.0001	$ 0.0001
IPO | Class A common stock
Organization and Business Operations
Number of units issued						10,000,000
Share price (in dollars per share)						$ 10
Common stock, par value						$ 0.0001
Over-allotment option
Organization and Business Operations
Number of units issued						1,500,000
Share price (in dollars per share)						$ 10
Period of option granted to underwriters for purchase of shares						30 days
Gross proceeds from sale of units						$ 15,000,000
Private Placement
Organization and Business Operations
Additional warrants issued						431,550
Additional warrants exercise price						$ 1
Proceeds from additional warrants issued						$ 431,550
Private Placement | Class A common stock
Organization and Business Operations
Number of units issued						6,050,000
Private warrants
Organization and Business Operations
Price of warrants					$ 1
Private warrants | Class A common stock
Organization and Business Operations
Share price (in dollars per share)						$ 1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)					2 Months Ended	12 Months Ended
	Nov. 23, 2022	Nov. 21, 2022	May 20, 2022	May 18, 2022	Nov. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Mar. 24, 2022
Summary of Significant Accounting Policies
Due from taxing authorities						$ 58,141
Maximum loan of convertible promissory notes								$ 1,500,000
Redemption of Class A common stock subject to possible redemption	$ 10,142,765			$ 102,894,278		$ 113,037,043
Redemption price per share	$ 10.62	$ 10.62	$ 10.25	$ 10.25
Threshold period for transfer of founder shares held by director						1 year
Grant date fair value per share					$ 6.19
Grant date fair value					$ 1,671,300
Grants in period					270,000
Aggregate amount paid					$ 218,000
Unrecognized share based compensation expense					$ 1,453,300
Unrecognized tax benefits						$ 0	$ 0
Accrued for interest and penalties						$ 0	$ 0
Shares excluded since their inclusion would be anti-dilutive						15,184,550	15,184,550
Federal depository insurance coverage						$ 250,000
Class A common stock
Summary of Significant Accounting Policies
Price of warrants (in dollars per share)								$ 1
Elected to redeem an aggregate	954,800			10,036,744
Class A common stock subject to possible redemption
Summary of Significant Accounting Policies
Common stock subject to possible redemption outstanding (in shares)						508,456	11,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - balance sheets (Details) - Class A common stock subject to possible redemption - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
As of beginning of the period	$ 117,861,531	$ 117,849,745
Redemptions	(113,037,043)
Remeasurement adjustment of carrying value to redemption value	387,186	11,786
Class A common stock subject to possible redemption	$ 5,211,674	$ 117,861,531

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Net Income (Loss) Per Common Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Redeemable Class A common stock
Summary of Significant Accounting Policies
Net income (loss) available to Redeemable Class A	$ 838,385	$ (354,027)
Basic weighted average shares outstanding	4,859,959	11,500,000
Diluted weighted average shares outstanding	4,859,959	11,500,000
Net income (loss) per share - Basic	$ 0.17	$ (0.03)
Net income (loss) per share - diluted	$ 0.17	$ (0.03)
Non-redeemable Class A and Class B common stock
Summary of Significant Accounting Policies
Net income (loss) available to non-redeemable Class A and Class B common stock	$ 513,849	$ (91,708)
Basic weighted average shares outstanding	2,979,000	2,979,000
Diluted weighted average shares outstanding	2,979,000	2,979,000
Net income (loss) per share - Basic	$ 0.17	$ (0.03)
Net income (loss) per share - diluted	$ 0.17	$ (0.03)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Nov. 24, 2020	Dec. 31, 2022	Jul. 07, 2022	Dec. 31, 2021
Initial Public Offering
Common stock, par value			$ 0.0001
Number of warrants in a unit	1
IPO
Initial Public Offering
Warrants exercisable term from the closing of the initial public offering	12 months
Public warrants expiration term	5 years
Over-allotment option
Initial Public Offering
Number of units issued	1,500,000
Price per share	$ 10
Amount held in Trust	$ 117,848,550
Unit price	$ 10.25
Class A common stock
Initial Public Offering
Common stock, par value		$ 0.0001		$ 0.0001
Class A common stock | IPO
Initial Public Offering
Number of units issued	10,000,000
Price per share	$ 10
Number of shares in a unit	1
Common stock, par value	$ 0.0001
Exercise price of warrants	11.50
Unit price	$ 10

Initial Public Offering - Warra

Initial Public Offering - Warrants (Details)	12 Months Ended
	Dec. 31, 2022 D $ / shares
Initial Public Offering
Trading days determining volume weighted average price	20 days
Percentage of gross proceeds on total equity proceeds	60%
Adjustment of redemption price of stock based on market value and newly issued price 1 (as a percent)	115
Adjustment of redemption price of stock based on market value and newly issued price 2	$ 9.20
Adjustment of redemption price of stock based on market value and newly issued price (as a percent)	180%
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Initial Public Offering
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Adjustment of redemption price of stock based on market value and newly issued price 2	$ 18
Warrants
Initial Public Offering
Public warrants exercisable term after the completion of a business combination	30 days
Warrants exercisable term from the closing of the initial public offering	12 months
Public warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Period for registration statement to become effective	60 days
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00
Initial Public Offering
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold trading days for redemption of public warrants | D	20
Threshold business days before sending notice of redemption to warrant holders	30 days
Redemption period	3 days

Private Placement (Details)

Private Placement (Details) - USD ($)		12 Months Ended
	Nov. 24, 2020	Dec. 31, 2022
Private Placement
Threshold period for not to transfer, assign or sell any of their warrants after the completion of the initial business combination		30 days
Obligation to redeem public shares if entity does not complete a business combination (as a percent)		100%
Threshold period in which the entity will redeem public shares if entity does not complete business combination		18 months
Private Placement | Sponsor and one director
Private Placement
Number of warrants issued	6,481,550
Price of warrants	$ 1
Aggregate purchase price	$ 6,481,550

Related Party Transactions - Fo

Related Party Transactions - Founder shares (Details)		1 Months Ended	2 Months Ended	12 Months Ended
	Nov. 24, 2020 $ / shares shares	Aug. 31, 2020 USD ($) $ / shares shares	Nov. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2022 D $ / shares shares	Jul. 07, 2022 $ / shares	Dec. 31, 2021 $ / shares shares	Nov. 03, 2020 shares	Oct. 22, 2020 shares
Related Party Transactions
Common stock, par value (in dollars per share)					$ 0.0001
Grants in period | shares			270,000
Grant date fair value per share			$ 6.19
Grant date fair value | $			$ 1,671,300
Aggregate amount paid | $			218,000
Unrecognized share based compensation expense | $			$ 1,453,300
Over-allotment option
Related Party Transactions
Share price (in dollars per share)	$ 10
Class A common stock
Related Party Transactions
Common stock, par value (in dollars per share)				$ 0.0001		$ 0.0001
Class A common stock | Sponsor | Founder Shares
Related Party Transactions
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)				$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Class B common stock
Related Party Transactions
Common stock, par value (in dollars per share)				$ 0.0001		$ 0.0001
Common shares, shares outstanding (in shares) | shares				2,875,000		2,875,000
Class B common stock | Founder Shares
Related Party Transactions
Maximum shares subject to forfeiture | shares	375,000
Class B common stock | Founder Shares | Over-allotment option
Related Party Transactions
Shares no longer subject to forfeiture | shares	375,000
Class B common stock | Sponsor | Founder Shares
Related Party Transactions
Aggregate purchase price | $		$ 25,000
Share price (in dollars per share)		$ 0.006
Number of shares issued | shares		4,312,500
Common stock, par value (in dollars per share)		$ 0.0001
Number of shares forfeited | shares							1,437,500	1,437,500
Common shares, shares outstanding (in shares) | shares							2,875,000	2,875,000

Related Party Transactions - Ad

Related Party Transactions - Additional information (Details) - USD ($)		12 Months Ended
	Mar. 24, 2022	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions
Maximum loan of convertible promissory notes	$ 1,500,000
Conversion price of unpaid principal balance	$ 1
Borrowings under promissory notes		$ 1,500,000	$ 0
Fair value of the convertible promissory note		1,351,662	0
Administrative service fees incurred and accrued			$ 1,667
Write-off due to related party		1,667
Administrative Service Fee
Related Party Transactions
Expenses per month		10,000
Write-off due to related party		1,667
Administrative service fee		$ 0

Commitments (Details)

Commitments (Details) - USD ($)	Nov. 24, 2020	Dec. 31, 2022	Dec. 31, 2021
Commitments
Deferred underwriters' compensation		$ 4,025,000	$ 4,025,000
Over-allotment option
Commitments
Threshold period for option to purchase additional Units to cover over-allotments	30 days
Common stock, shares authorized	1,500,000
Unit price	$ 10
Number of units issued	1,500,000
Gross proceeds from sale of units	$ 15,000,000
Underwriting fee per unit	$ 0.20
Underwriting discount	$ 2,300,000
Underwriting commission paid in the form of units	$ 1,040,000
Number of units available	104,000
Underwriting commission paid in cash	$ 1,260,000
Deferred fee per unit	$ 0.35
Deferred underwriters' compensation	$ 4,020,000

Stockholders' Deficit - Preferr

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

Stockholders' Deficit - Common

Stockholders' Deficit - Common stock (Details)	12 Months Ended
	Dec. 31, 2022 Vote $ / shares shares	Jul. 07, 2022 $ / shares	Dec. 31, 2021 Vote $ / shares shares
Stockholders' Deficit
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001
Class A common stock
Stockholders' Deficit
Common shares, shares authorized (in shares)	100,000,000		100,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001		$ 0.0001
Common stock, votes per share | Vote	1		1
Conversion ratio	1
Class A common stock subject to possible redemption
Stockholders' Deficit
Common stock subject to possible redemption outstanding (in shares)	508,456		11,500,000
Class A common stock not subject to possible redemption
Stockholders' Deficit
Common shares, shares issued (in shares)	104,000		104,000
Common shares, shares outstanding (in shares)	104,000		104,000
Class B common stock
Stockholders' Deficit
Common shares, shares authorized (in shares)	10,000,000		10,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001		$ 0.0001
Common stock, votes per share | Vote	1		1
Common shares, shares issued (in shares)	2,875,000		2,875,000
Common shares, shares outstanding (in shares)	2,875,000		2,875,000
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders	20%

INCOME TAX - Company's deferred

INCOME TAX - Company's deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Organizational costs/Startup expenses	$ 843,823	$ 249,918
Federal Net Operating Loss	20,252	42,889
Change in fair value of convertible debt	(31,151)
Total deferred tax assets	832,924	292,807
Valuation Allowance	(864,075)	$ (292,807)
Deferred tax liability	$ (31,151)

INCOME TAX - Reconciliation of

INCOME TAX - Reconciliation of the income tax expense (benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Federal
Current	$ 5,659
Deferred	(540,116)	$ (203,914)
States
Change in valuation allowance	571,267	$ 203,914
Income tax provision	$ 36,810

INCOME TAX - Additional informa

INCOME TAX - Additional information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Change in the valuation allowance	$ 571,267	$ 203,914
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryovers, which do not expire	96,436	$ 204,234
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryovers, which do not expire	$ 0

INCOME TAX - Reconciliation o_2

INCOME TAX - Reconciliation of the federal income tax rate to the Company effective tax rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Statutory federal income tax rate	21%	21%
Business Combination expenses	27.80%
Transaction costs		(0.40%)
Change in fair value of Derivative Liabilities	(87.30%)	35.80%
Change in valuation allowance	41.10%	(56.40%)
Income tax provision	(2.60%)

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - Recurring - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Level 1
Recurring Fair Value Measurements
Liabilities held in trust account	$ 345,000
Level 1 | Public Warrants
Recurring Fair Value Measurements
Liabilities held in trust account		$ 3,622,500
Level 3 | Private Placement Warrants
Recurring Fair Value Measurements
Liabilities held in trust account	327,978	2,820,607
Level 3 | Convertible Promissory Note
Recurring Fair Value Measurements
Liabilities held in trust account	1,351,662
U.S. Mutual Funds held in Trust Account | Level 1
Recurring Fair Value Measurements
Assets held in Trust Account	$ 5,514,494	$ 117,861,531

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements - Level 3 fair value measurements inputs (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares Y USD ($) D	Dec. 31, 2021 $ / shares
Stock price | Private Placement Warrants
Recurring Fair Value Measurements
Derivative Liability, Measurement Input	10.02	10.10
Exercise price | Private Placement Warrants
Recurring Fair Value Measurements
Derivative Liability, Measurement Input	11.50	11.50
Amount due at maturity | Convertible Promissory Note [Member]
Recurring Fair Value Measurements
Derivative Liability, Measurement Input | $	1,500,000
Term (in years) | Private Placement Warrants
Recurring Fair Value Measurements
Derivative Liability, Measurement Input, Term	5 years	5 years
Term (in years) | Convertible Promissory Note [Member]
Recurring Fair Value Measurements
Derivative Liability, Measurement Input | Y	0.5
Probability of a successful business combination | Convertible Promissory Note [Member]
Recurring Fair Value Measurements
Derivative Liability, Measurement Input	92.5
Present value factor | Convertible Promissory Note [Member]
Recurring Fair Value Measurements
Derivative Liability, Measurement Input | D	0.9742
Risk-free rate | Private Placement Warrants
Recurring Fair Value Measurements
Derivative Liability, Measurement Input	3.99	1.26
Volatility | Private Placement Warrants
Recurring Fair Value Measurements
Derivative Liability, Measurement Input	1.8	10

Recurring Fair Value Measurem_5

Recurring Fair Value Measurements - Changes in fair value of the beginning and ending for our warrant classified (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in value of Convertible Promissory Note	$ (148,338)
Fair value recurring basis unobservable input reconciliation liability gain loss statement of income extensible list not disclosed flag		true
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value at beginning	2,820,607	$ 7,202,334
Borrowing - Convertible Promissory Note	1,500,000
Change in value of Convertible Promissory Note	(148,338)
Change in fair value		(189,523)
Transfers to Level 1		(4,571,250)
Fair value at ending	$ 1,679,640	$ 2,820,607
Private Placement Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value recurring basis unobservable input reconciliation liability gain loss statement of income extensible list not disclosed flag	true
Private Placement Warrants | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value	$ (2,492,629)