Sizzle Acquisition (SZZL) 10-K 27 Mar 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 27, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	SIZZLE ACQUISITION CORP.
Trading Symbol	SZZL
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		10,693,897
Entity Public Float			$ 155,155,000
Amendment Flag	false
Entity Central Index Key	0001829322
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41005
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3418600
Entity Address, Address Line One	4201 Georgia Avenue NW
Entity Address, City or Town	Washington
Entity Address, State or Province	DC
Entity Address, Postal Zip Code	20011
City Area Code	(202)
Local Phone Number	846-0300
Title of 12(b) Security	Common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum llp
Auditor Location	New York, NY

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash	$ 823,945	$ 1,046,646
Prepaid expenses	60,417	362,242
Total current assets	884,362	1,408,888
Prepaid expenses – non-current portion		35,656
Investments held in Trust Account	159,759,471	158,108,357
Total assets	160,643,833	159,552,901
Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Accrued offering costs and expenses	1,152,735	167,573
Franchise tax payable		85,711
Deferred tax liability	212,062
Income tax payable	233,251
Promissory note – related party	153,127	153,127
Total current liabilities	1,751,175	406,411
Deferred underwriters’ fee	8,150,000	8,150,000
Total liabilities	9,901,175	8,556,411
Commitments and Contingencies (Note 6)
Common stock subject to possible redemption, 15,500,000 shares at redemption value of approximately $10.31 and $10.20 per share as of December 31, 2022 and December 31, 2021, respectively	159,760,746	158,100,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 50,000,000 shares authorized; 6,270,600 shares issued and outstanding (excluding 15,500,000 shares subject to possible redemption)	627	627
Additional paid-in capital
Accumulated deficit	(9,018,715)	(7,104,137)
Total stockholders’ deficit	(9,018,088)	(7,103,510)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$ 160,643,833	$ 159,552,901

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	15,500,000	15,500,000
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10.30	$ 10.2
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	6,270,600	6,270,600
Common stock, shares outstanding	6,270,600	6,270,600

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Formation and operating cost	$ 1,991,933	$ 268,137
Franchise tax	230,618	85,711
Loss from Operations	(2,222,551)	(353,848)
Other income
Interest income on Trust Account	2,414,031	8,357
Income before provision for income tax	191,480	(345,491)
Provision for income taxes	(445,313)
Net loss	$ (253,833)	$ (345,491)
Redeemable Common Stock
Other income
Basic and diluted weighted average shares outstanding (in Shares)	15,500,000	2,293,151
Basic and diluted net loss per common stock, common stock (in Dollars per share)	$ (0.01)	$ (0.05)
Non-Redeemable Common Stock
Other income
Basic and diluted weighted average shares outstanding (in Shares)	6,270,600	4,195,998
Basic and diluted net loss per common stock, common stock (in Dollars per share)	$ (0.01)	$ (0.05)

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Redeemable Common Stock
Basic and diluted weighted average shares outstanding	15,500,000	2,293,151
Basic and diluted net loss per common stock	$ (0.01)	$ (0.05)
Non-Redeemable Common Stock
Basic and diluted weighted average shares outstanding	6,270,600	4,195,998
Basic and diluted net loss per common stock	$ (0.01)	$ (0.05)

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit - USD ($)	Common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at beginning at Dec. 31, 2020	$ 562	$ 25,308	$ (2,642)	$ 23,228
Balance at beginning (in Shares) at Dec. 31, 2020	5,622,750
Private Placement Shares sold	$ 78	7,699,922		7,700,000
Private Placement Shares sold (in Shares)	770,000
Representative shares issued	$ 15	(15)
Representative shares issued (in Shares)	151,200
Representative shares returned	$ (27)	27
Representative shares returned (in Shares)	(264,600)
Forfeiture of founder shares	$ (1)	1
Forfeiture of founder shares (in Shares)	(8,750)
Proceeds allocated to public warrants		6,062,414		6,062,414
Issuance costs allocated to public warrants		(445,147)		(445,147)
Remeasurement of common stock subject to possible redemption amount		(13,342,510)	(6,756,004)	(20,098,514)
Net loss			(345,491)	(345,491)
Balance at ending at Dec. 31, 2021	$ 627		(7,104,137)	(7,103,510)
Balance at ending (in Shares) at Dec. 31, 2021	6,270,600
Remeasurement of Class A Ordinary Shares subject to possible redemption				(20,098,514)
Net loss			(253,833)	(253,833)
Balance at ending at Dec. 31, 2022	$ 627		(9,018,715)	(9,018,088)
Balance at ending (in Shares) at Dec. 31, 2022	6,270,600
Remeasurement of Class A Ordinary Shares subject to possible redemption			$ (1,660,746)	$ (1,660,746)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (253,833)	$ (345,491)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation costs paid by related party		346
Interest on Trust Account	(2,414,031)	(8,357)
Changes in current assets and liabilities:
Prepaid expenses	337,481	(397,898)
Accrued offering costs and expenses	985,163	95,306
Franchise tax payable	(85,711)	85,711
Deferred tax liability	212,062
Income taxes payable	233,251
Net cash used in operating activities	(985,618)	(570,383)
Cash flows from investing activities:
Cash deposited in Trust Account		(158,100,000)
Cash withdrawn from trust account to pay taxes	762,917
Net cash provided by (used in) investing activities	762,917	(158,100,000)
Cash flows from financing activities:
Proceeds from initial public offering, net of offering costs		152,300,000
Proceeds from private placement		7,700,000
Payment of promissory note		(118,285)
Payment of deferred offering cost		(189,696)
Net cash provided by financing activities		159,692,019
Net change in cash	(222,701)	1,021,636
Cash, beginning of the period	1,046,646	25,010
Cash, end of the period	823,945	1,046,646
Supplemental disclosure of non-cash financing activities:
Deferred offering costs included in promissory note – related party		5,000
Remeasurement of common stock subject to possible redemption	1,660,746	20,098,514
Deferred offering costs included in accrued offering costs and expenses		218,693
Deferred underwriting fee charged to additional paid-in capital		8,150,000
Deferred offering costs closed to additional paid-in capital		531,247
Accrued expenses paid by promissory note - related party		$ 166,876

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Sizzle Acquisition Corp. (the “Company” or “Sizzle”) was incorporated in Delaware on October 12, 2020. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception) through December 31, 2022 related to the Company’s formation and the initial public offering (“IPO”), which is described below, and since the offering identifying and evaluating prospective acquisition targets for 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 IPO. The Company’s Sponsor is VO Sponsor, LLC. The registration statement for the Company’s IPO was declared effective on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company consummated its IPO of 15,500,000 Units at $10.00 per Unit (which included a partial exercise of the underwriters’ over-allotment option), which is discussed in Note 3 and the sale of an aggregate of 770,000 shares at a price of $10.00 per Private Placement Share in a private placement to the Sponsor and Cantor that closed simultaneously with the IPO. On November 8, 2021, the underwriter exercised 2,000,000 of the full 2,025,000 over-allotment option available to them and forfeited the remainder. Transaction costs amounted to $11,381,247 consisting of $2,700,000 of underwriting commissions, $8,150,000 of deferred underwriting fees and $531,247 of other cash offering costs. The Company’s leadership has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the IPO, management has agreed that an amount equal to at least $10.20 per Unit sold in the IPO, including the proceeds from the sale of the Private Placement Shares, will be held in a Trust Account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account, as described below. Following the closing of the IPO on November 8, 2021, $158,100,000 ($10.20 per Unit) from the net proceeds sold in the IPO, including the proceeds of the sale of the Private Placement Shares, was deposited in the Trust Account. The Company will provide the public stockholders with the opportunity to redeem all or a portion of the shares of common stock of the Company that were issued in the Company’s initial public offering (the “Public Shares”) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the IPO in accordance with the ASC Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company seeks stockholder approval and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), EarlyBirdCapital (“EBC”) Shares (as defined in Note 7) and any Public Shares purchased during or after the IPO (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. On February 1, 2023, the Company held a special meeting of stockholders (“Special Meeting”). At the Special Meeting, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination from February 8, 2023 to August 8, 2023, or such earlier date as determined by Sizzle’s board of directors (“the “Extension”). In connection with the Special Meeting, stockholders holding 11,076,703 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the trust account. As a result, approximately $114.3 million (approximately $10.32 per Public Share) will be removed from the trust account to pay such holders and approximately $45.6 million will remain in the trust account. Following redemptions, the Company will have 4,423,297 Public Shares outstanding. The Company will deposit an aggregate amount of $200,000 (the “Extension Payment”) in its Trust Account for its public stockholders by February 9, 2023, which will enable the Company to extend the period of time it has to consummate the proposed Business Combination to August 8, 2023, and will deposit into the Trust Account the same amount of Extension Payment each additional month that is needed for Sizzle to consummate the proposed Business Combination until August 8, 2023 (unless Sizzle’s board of directors decides to stop extending the time period earlier than such date). The Company has until August 8, 2023 to complete an initial Business Combination. If it has not completed an initial Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to it but net of taxes payable, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.20 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the insiders will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Merger Agreement On October 24, 2022, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with European Lithium Limited, an Australian Public Company limited by shares (“EUR”), European Lithium AT (Investments) Limited, a BVI business company incorporated in the British Virgin Islands and a direct, wholly-owned subsidiary of EUR (the “European Lithium”), Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands (“Pubco”) and Project Wolf Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Pubco, pursuant to which, upon closing of the Business Combination (the “Closing”), Pubco will acquire all of the issued and outstanding capital shares and equity interests of the European Lithium from EUR in exchange for ordinary shares of Pubco, European Lithium shall become a wholly owned subsidiary of Pubco and EUR shall become a shareholder of Pubco (the “Share Exchange”); and immediately thereafter Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and wholly owned subsidiary of Pubco. Further, (a) the Company’s issued and outstanding shares common stock immediately prior to the effective time of the Merger, will be cancelled in exchange for the right of the holder thereof to receive one ordinary share, par value $0.0001 per share, of Pubco (“Ordinary Share”), (b) all of the outstanding Public Warrants of the Company, entitling the holder thereof to purchase one share of common stock at an exercise price of $11.50 per share will be converted into the right to receive a warrant to purchase one Ordinary Share at the same exercise price, being an exercise price of $11.50 per share, and (c) EUR will receive the number of Ordinary Shares in the Share Exchange that shall have an aggregate value equal to the Closing Share Consideration (as defined in the Merger Agreement) consisting of $750,000,000 divided by the redemption amount per share of common stock payable to the Company’s public stockholders that elect to redeem common stock in connection with the Closing, and, subject to applicable terms and conditions, earnout consideration of up to an additional 10% of such Closing Share Consideration, in each case subject to adjustment as set forth in the Merger Agreement, and all upon the terms and subject to the conditions set forth in the Merger Agreement. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had $823,945 of cash in its operating bank account and a working capital deficit of $436,721 (excluding franchise and income taxes payable). As of December 31, 2021, the Company had $1,046,646 of cash in its operating bank account and a working capital of $1,079,831 (excluding franchise tax payable). The Company’s liquidity needs up to December 31, 2022 have been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $150,000 (see Note 5), which was fully drawn down as of December 31, 2022. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2022, and 2021, there were no amounts outstanding under any Working Capital Loans. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds to operate its business prior to an initial business combination. The Company has until August 8, 2023, to consummate a Business Combination (the “Combination Period”). It is uncertain that the Company will be able to consummate a Business Combination within the Combination Period. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition, in addition to possibility that Company would not be able to close a business combination through August 8, 2023, raise substantial doubt about the Company’s ability to continue as a going concern through that date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and the war could have a negative effect on the Company’s financial position, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, 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. Reclassifications Certain reclassifications have been made to prior year financial statements to conform to current period’s presentation. As of December 31, 2021, and for the year ended December 31, 2021 the amount of Franchise tax expense and payable of $85,711 was included in the total amount of Accrued offering costs and Formation and operating cost . Such reclassifications have no effect on net loss as previously reported.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars 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 Status The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $823,945 and $1,046,646 in cash as of December 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account As of December 31, 2022, and 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less. During the years ended December 31, 2022 and 2021, the Company withdrew $762,917 and $0, respectively, of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the IPO and were charged to temporary equity and stockholders’ (deficit) equity based on the underlying instruments’ relative fair value upon the completion of the IPO. If the IPO had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying value, excluding gross unrealized holding gain (loss) and fair value of held to maturity securities on December 31, 2022 and December 31, 2021 are classified as Level 1 and are as follows: Carrying Gross Gross Fair Value U.S. Treasury Securities $ 159,750,571 $ 77,162 $ — $ 159,827,733 Carrying Gross Gross Fair Value U.S. Treasury Securities $ 158,108,357 $ 1,846 $ — $ 158,110,203 Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ deficit. The Company’s shares of common stock sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of shares of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. All of the 15,500,000 common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, as of December 31, 2022 and December 31, 2021, all shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The common stock subject to possible redemption reflected on the balance sheets as of December 31, 2022 and December 31, 2021 is reconciled in the following table: Gross Proceeds $ 155,000,000 Less: Fair Value of public warrants (6,062,414 ) Common stock issuance costs (10,936,100 ) Plus: Remeasurement of carrying value to redemption value 20,098,514 Common stock subject to possible redemption (December 31, 2021) $ 158,100,000 Plus: Remeasurement of carrying value to redemption value 1,660,746 Common stock subject to possible redemption (December 31, 2022) $ 159,760,746 Net Loss Per Common Stock The Company applies the two-class method in calculating earnings per share, with one class being the redeemable shares and one class being the non-redeemable shares. The contractual formula utilized to calculate the redemption amount approximates fair value. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net loss per common stock is computed by dividing the pro rata net loss between the redeemable common stock and the non-redeemable common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Reconciliation of Net Loss per Common Stock The Company’s net loss is adjusted for the portion of net loss that is allocable to each class of common stock. The allocable net loss is calculated by multiplying net loss by the ratio of weighted average number of shares outstanding attributable to common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted loss per common stock is calculated as follows: For the For the Redeemable Common Stock Net loss allocable to redeemable common stock $ (180,721 ) $ (122,090 ) Basic and diluted weighted average shares outstanding, redeemable common stock 15,500,000 2,293,151 Basic and diluted net loss per common stock $ (0.01 ) $ (0.05 ) Non-Redeemable Common Stock Net loss allocable to non-redeemable common stock $ (73,112 ) $ (223,401 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 6,270,600 4,195,998 Basic and diluted net loss per common stock $ (0.01 ) $ (0.05 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, including funds held in Trust on behalf of the Company, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000. The Company has not experienced losses on this account. 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 statements 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. 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. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that there any recently issued, but not effective, accounting standards, which, 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 [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On November 8, 2021, the Company consummated its IPO of 15,500,000 Units, which included the partial exercise of 2,000,000 of the underwriters’ full 2,025,000 over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of $155,000,000. Each Unit consists of one share of common stock, par value $0.0001 per share and one-half of one redeemable warrant. Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share.

Private Placement Shares

Private Placement Shares	12 Months Ended
	Dec. 31, 2022
Private Placement Shares [Abstract]
Private Placement Shares	Note 4 — Private Placement Shares Simultaneously with the closing of the IPO and the sale of the Units, the Sponsor, and Cantor have purchased an aggregate of 770,000 Private Placement Shares at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $7,700,000. Of the total Private Placement Shares sold, 722,750 were purchased by the Sponsor and 47,250 were purchased by Cantor. The proceeds from the Private Placement Shares were added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Placement Shares are identical to the shares in the Units sold to the public, except that the purchasers of the Private Placement Shares have also agreed not to transfer, assign or sell any of the Private Placement Shares (except in connection with the same limited exceptions that the Founder Shares may be transferred as described below) until after the completion of the Business Combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On November 20, 2020, the Sponsor paid $25,000 in consideration for 2,875,000 shares of common stock (the “Founder Shares”). On March 2, 2021, the Company effected a stock dividend of 1.25 for 1 for each common stock held by the Sponsor, resulting in the Sponsor holding an aggregate of 3,593,750 common stock, of which up to 468,750 shares were subject to forfeiture. On September 15, 2021, the Company effected an additional 1.4 for 1 dividend, resulting in 5,031,250 Founder Shares, of which up to 656,250 shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor collectively owns shares equal to 35% of the shares issued in the IPO. On November 3, 2021, the Company effected an additional 1.08 for 1 dividend, and as a result, the Company’s initial stockholders held 5,433,750 Founder Shares, which included an aggregate of up to 708,750 shares subject to forfeiture. On November 8, 2021 the underwriter partially exercised their over-allotment option and purchased an additional 2,000,000 Units out of the 2,025,000 available to them and forfeited the remainder. As a result, 8,750 Founder Shares were forfeited resulting in aggregate Founder Shares outstanding of 5,425,000. The Company’s Sponsor, officers and directors have agreed not to transfer, assign or sell any Founder Shares or Private Placement Shares until the date of the consummation of our initial Business Combination. The limited exceptions include transfers, assignments or sales to the Company’s or the Sponsor’s officers, directors, consultants or their affiliates, to an entity’s members upon its liquidation, to relatives and trusts for estate planning purposes, by virtue of the laws of descent and distribution upon death, pursuant to a qualified domestic relations order, to the Company for no value for cancellation in connection with the consummation of our initial Business Combination, or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to be bound by these transfer restrictions. Promissory Note — Related Party On December 19, 2020, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note is non-interest bearing and expired upon the consummation of the IPO. As of December 31, 2022, and December 31, 2021, the Company had $153,127 outstanding under the Promissory Note, which is now without fixed terms and due on demand. The Sponsor acknowledged that the Company is not in default. Administrative Support Agreement The Company has agreed, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Company’s management a total of $10,000 per month for office space, utilities and secretarial support. For the year ended December 31, 2022, $120,000 had been incurred and paid. For the $20,000 had been recorded and paid. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. Each loan would be evidenced by promissory note. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into Units at a price of $10.00 per unit. 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. As of December 31, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares and EBC Shares, as well as the holders of any warrants the Company’s Sponsor, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from lock up. The holders of a majority of the Founder Shares, EBC Shares, and warrants issued to the Sponsor, officers, directors or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after consummation of the Business Combination. Notwithstanding anything to the contrary, EBC and Cantor may only make a demand on one occasion and only during the five-year period beginning on the Effective Date of the registration statement of which the prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of the Business Combination; provided, however, that EBC and Cantor may participate in a “piggy-back” registration only during the seven-year period beginning on the Effective Date of the registration statement of which this prospectus forms a part. 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 45-day option from the date of IPO to purchase up to 2,025,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On November 8, 2021, the underwriters partially exercised this option and purchased an additional 2,000,000 Units and forfeited the remaining 25,000 available. The underwriters received a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $2,700,000 (which is capped at $2,700,000 with the remaining $400,000 deferred to the close of the Business Combination with the rest of the deferred underwriting discount due to the underwriters’ partial over-allotment exercise). The underwriters will be entitled to a cash underwriting discount of 5.0% of the gross proceeds of the IPO, or $6,750,000 (or up to $8,150,000, inclusive of the $400,000 deferral noted above, if the underwriters’ over-allotment is exercised in full) upon consummation of the Business Combination. The underwriters agreed to reimburse the Company a portion of expenses related to the IPO. A total of $543,450 was reimbursed to the Company by the underwriters in pursuant of this agreement. Consulting and Advisory Services Fees The Company engaged Cohen & Company Capital Markets (“CCM”), an affiliate of a passive member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to 0.6% of the aggregate proceeds of the IPO, net of underwriter’s expenses. This fee was deducted from the underwriting fees paid to Cantor as described above. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. CCM agreed to defer the portion of its fee resulting from exercise of the underwriters’ over-allotment option until the consummation of our initial Business Combination. The Company has also engaged CCM as an advisor in connection with our initial Business Combination for which it will earn an advisory fee of 1.5% of the proceeds of the IPO payable at closing of the Business Combination, which will be deducted from the deferred underwriting fee paid to Cantor as described above. CCM’s fees will be offset from the underwriting fees described above and will not result in any incremental fees to the Company. CCM is engaged to represent the Company’s interests only and did not participate in the IPO as defined in FINRA Rule 5110(j)(16); it is acting as an independent financial adviser as defined in FINRA Rule 5110(j)(9). As such, CCM did not act as an underwriter in connection with the IPO, it did not identify or solicit potential investors in the IPO or otherwise be involved in the distribution of the IPO. On April 25, 2022, the Company entered into an agreement with BTIG for capital market advisory services in relationship with management of the redemptions of Public Shares in connection with the anticipated business combination as described in Note 8 below. The Company will pay BTIG a base advisory fee of $1,500,000, plus an additional fee of up to $3,750,000 depending on the amount of funds remaining in the trust account. The advisory fee is to be paid upon completion of the business combination. On August 11, 2022, the Company entered into an additional agreement with CCM for financial and market advisory services in connection with the anticipated business combination as described in Note 8 below. The agreement stipulates a transaction fee of $5,000,000 to be paid upon successful completion of the business combination. On August 18, 2022, the Company entered into an agreement with CCM and Jett Capital to act as co-placement agents in the event the Company raises a PIPE financing in connection with the business combination. As compensation for their services as co-placement agents, CCM and Jett Capital are collectively entitled to a cash fee of 5% of the PIPE financing proceeds, to be shared equally between the CCM and Jett Capital. On September 10, 2022, the Company entered in a consulting agreement with the ICR LLC (“ICR”) to provide certain services related to the business combination. ICR’s compensation consists of the following: ● $20,000 per month until the three (3) month anniversary of the announcement date of the business combination, pro-rated for any partial month, which is expensed by the Company as incurred; ● a transaction fee of $250,000, payable immediately upon completion of the business combination (and which shall be waived if the business combination is not completed for any reason); and ● a performance-based fee of $250,000, payable immediately upon completion of the business combination, based on certain performance indicators related to market capitalization of the combined company. Except for ICR’s monthly fees, which the Company records in its results of operations as they are incurred, all other arrangements described in this section are contingent upon closing of the business combination and related PIPE financing and will be recorded upon their completion.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	Note 7 — Stockholders’ Deficit Preferred Stock Common Stock EBC Shares — On October 12, 2020, the Company issued to the designees of EBC 100,000 EBC Shares for nominal consideration. On March 2, 2021, the Company effected a 1.25 for 1 dividend resulting in 125,000 EBC Shares, 25,000 of which EBC returned to the Company, at no cost, resulting in 100,000 EBC shares. On March 9, 2021, the Company issued to EBC and its designees an additional 100,000 EBC Shares at a price of $0.0001 per share, resulting in 200,000 EBC Shares being outstanding. On July 12, 2021, EBC returned 150,000 EBC Shares to the Company, at no cost, which were subsequently cancelled. This return resulted in EBC shares outstanding of 50,000 pre-dividend. The number of EBC Shares outstanding increased to 70,000 after giving effect to the stock dividend of 1.4 for 1 on September 15, 2021, which is what was outstanding as of 30, 2021. On November 3, 2021, the Company issued a stock dividend of 1.08 for 1, which resulted in 75,600 EBC Shares outstanding. The Company accounted for the EBC Shares as a charge directly to stockholders’ deficit. The Company estimated the fair value of representative shares to be $870. The holders of the EBC Shares have agreed not to transfer, assign or sell any such shares without our prior consent until the completion of our initial Business Combination. In addition, the holders of the EBC Shares have agreed (i) to waive their conversion rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete our initial Business Combination within the Combination Period. Public Warrants — Redemption of warrants The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third business day prior to the notice of redemption to the warrant holders; ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 greater of (i) Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax	Note 8 — Income Tax The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax asset (liability) Organizational costs/Start-up costs $ 474,562 56,256 Unrealized gain on Trust Account (212,062 ) Federal net operating loss — 16,297 Total deferred tax asset (liability) 262,500 72,553 Valuation allowance (474,562 ) (72,553 ) Deferred tax asset (liability), net of allowance $ (212,062 ) — The income tax provision consists of the following: December 31, December 31, Federal Current $ 233,251 — Deferred (189,947 ) (72,553 ) State Current — — Deferred — — Change in valuation allowance 402,009 72,553 Income tax provision $ 445,313 — The Company’s federal net operating loss carryforward as of December 31, 2022 and 2021 amounted to $0 and $77,604, respectively, and will be carried forward indefinitely. 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 years ended December 31, 2022 and 2021, the change in the valuation allowance was $402,009 and $72,553, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 are as follows: December 31, December 31, Statutory federal income tax rate $ 21.00 % 21.00 % Deferred tax liability change in rate Non-deductible interest 1.61 % — Change in valuation allowance 209.95 % (21.00 )% Effective tax rate $ 232.56 % — The Company files income tax returns in the U.S. federal jurisdiction, in various state and local jurisdictions and is subject to examination by the various taxing authorities, since inception.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up through the date that the financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 1, 2023, the Company held a Special Meeting, at which the Company’s stockholders approved the Extension. In connection with the Special Meeting, stockholders holding 11,076,703 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $114.3 million (approximately $10.32 per Public Share) was removed from the Trust Account to pay such holders and approximately $45.6 million remained in the Trust Account. Following redemptions, the Company has 4,423,297 Public Shares outstanding. The Company made monthly $200,000 Extension Payments in its Trust Account for its public stockholders on each of February 6, 2023 and March 7, 2023 and will deposit into the Trust Account the same amount of Extension Payment for each additional month that is needed for Sizzle to consummate the proposed Business Combination until August 8, 2023 (unless Sizzle’s board of directors decides to stop extending the time period earlier than such date).

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars 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 Status	Emerging Growth Company Status The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period.
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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has $823,945 and $1,046,646 in cash as of December 31, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2022, and 2021, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less. During the years ended December 31, 2022 and 2021, the Company withdrew $762,917 and $0, respectively, of the interest income from the Trust Account to pay its tax obligations. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.
Offering Costs	Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering.” Offering costs consist of underwriter, accounting, filing and legal expenses incurred through the balance sheet date that are directly related to the IPO and were charged to temporary equity and stockholders’ (deficit) equity based on the underlying instruments’ relative fair value upon the completion of the IPO. If the IPO had proved to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, would have been charged to operations.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Fair Value Measurement	Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying value, excluding gross unrealized holding gain (loss) and fair value of held to maturity securities on December 31, 2022 and December 31, 2021 are classified as Level 1 and are as follows: Carrying Gross Gross Fair Value U.S. Treasury Securities $ 159,750,571 $ 77,162 $ — $ 159,827,733 Carrying Gross Gross Fair Value U.S. Treasury Securities $ 158,108,357 $ 1,846 $ — $ 158,110,203
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its shares of common stock subject to possible redemption in accordance with guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable shares of common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ deficit. The Company’s shares of common stock sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of shares of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. All of the 15,500,000 common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, as of December 31, 2022 and December 31, 2021, all shares of common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The common stock subject to possible redemption reflected on the balance sheets as of December 31, 2022 and December 31, 2021 is reconciled in the following table: Gross Proceeds $ 155,000,000 Less: Fair Value of public warrants (6,062,414 ) Common stock issuance costs (10,936,100 ) Plus: Remeasurement of carrying value to redemption value 20,098,514 Common stock subject to possible redemption (December 31, 2021) $ 158,100,000 Plus: Remeasurement of carrying value to redemption value 1,660,746 Common stock subject to possible redemption (December 31, 2022) $ 159,760,746
Net Income (Loss) Per Common Stock	Net Loss Per Common Stock The Company applies the two-class method in calculating earnings per share, with one class being the redeemable shares and one class being the non-redeemable shares. The contractual formula utilized to calculate the redemption amount approximates fair value. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net loss per common stock is computed by dividing the pro rata net loss between the redeemable common stock and the non-redeemable common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the IPO since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
Reconciliation of Net Income (Loss) per Common Stock	Reconciliation of Net Loss per Common Stock The Company’s net loss is adjusted for the portion of net loss that is allocable to each class of common stock. The allocable net loss is calculated by multiplying net loss by the ratio of weighted average number of shares outstanding attributable to common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted loss per common stock is calculated as follows: For the For the Redeemable Common Stock Net loss allocable to redeemable common stock $ (180,721 ) $ (122,090 ) Basic and diluted weighted average shares outstanding, redeemable common stock 15,500,000 2,293,151 Basic and diluted net loss per common stock $ (0.01 ) $ (0.05 ) Non-Redeemable Common Stock Net loss allocable to non-redeemable common stock $ (73,112 ) $ (223,401 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 6,270,600 4,195,998 Basic and diluted net loss per common stock $ (0.01 ) $ (0.05 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, including funds held in Trust on behalf of the Company, which, at times, may exceed the Federal Deposit Insurance Company coverage of $250,000. The Company has not experienced losses on this account.
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 statements 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. 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. 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that there any recently issued, but not effective, accounting standards, which, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of carrying value, excluding gross unrealized holding gain and fair value held to maturity securities	Carrying Gross Gross Fair Value U.S. Treasury Securities $ 159,750,571 $ 77,162 $ — $ 159,827,733 Carrying Gross Gross Fair Value U.S. Treasury Securities $ 158,108,357 $ 1,846 $ — $ 158,110,203
Schedule of common stock subject to possible redemption reflected on the balance sheets	Gross Proceeds $ 155,000,000 Less: Fair Value of public warrants (6,062,414 ) Common stock issuance costs (10,936,100 ) Plus: Remeasurement of carrying value to redemption value 20,098,514 Common stock subject to possible redemption (December 31, 2021) $ 158,100,000 Plus: Remeasurement of carrying value to redemption value 1,660,746 Common stock subject to possible redemption (December 31, 2022) $ 159,760,746
Schedule of basic and diluted net loss per common stock	For the For the Redeemable Common Stock Net loss allocable to redeemable common stock $ (180,721 ) $ (122,090 ) Basic and diluted weighted average shares outstanding, redeemable common stock 15,500,000 2,293,151 Basic and diluted net loss per common stock $ (0.01 ) $ (0.05 ) Non-Redeemable Common Stock Net loss allocable to non-redeemable common stock $ (73,112 ) $ (223,401 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 6,270,600 4,195,998 Basic and diluted net loss per common stock $ (0.01 ) $ (0.05 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, December 31, Deferred tax asset (liability) Organizational costs/Start-up costs $ 474,562 56,256 Unrealized gain on Trust Account (212,062 ) Federal net operating loss — 16,297 Total deferred tax asset (liability) 262,500 72,553 Valuation allowance (474,562 ) (72,553 ) Deferred tax asset (liability), net of allowance $ (212,062 ) —
Schedule of income tax provision	December 31, December 31, Federal Current $ 233,251 — Deferred (189,947 ) (72,553 ) State Current — — Deferred — — Change in valuation allowance 402,009 72,553 Income tax provision $ 445,313 —
Schedule of federal income tax rate to company’s effective tax rate	December 31, December 31, Statutory federal income tax rate $ 21.00 % 21.00 % Deferred tax liability change in rate Non-deductible interest 1.61 % — Change in valuation allowance 209.95 % (21.00 )% Effective tax rate $ 232.56 % —

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)			1 Months Ended	12 Months Ended
	Feb. 09, 2023	Nov. 08, 2021	Aug. 16, 2022	Dec. 31, 2022	Dec. 31, 2021	Sep. 10, 2022	Aug. 11, 2022
Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)				$ 10.32
Underwriter exercised (in Shares)		2,000,000
Transaction costs				$ 11,381,247		$ 250,000	$ 5,000,000
Underwriting commissions				2,700,000
Deferred underwriting fees				8,150,000
Other cash offering costs				$ 531,247
Asset held in trust account percentage				80%
Outstanding voting securities percentage				50%
Maturity days				185 days
Price per share (in Dollars per share)		$ 10.2		$ 10
Public shares (in Shares)				11,076,703
Public share value				$ 114,300,000
Public share price (in Dollars per share)				$ 10.32
Trust account pay				$ 45,600,000
Public shares outstanding (in Shares)				4,423,297
Aggregate amount	$ 200,000
Share redemption percentage				100%
Merger agreement, description				(a) the Company’s issued and outstanding shares common stock immediately prior to the effective time of the Merger, will be cancelled in exchange for the right of the holder thereof to receive one ordinary share, par value $0.0001 per share, of Pubco (“Ordinary Share”), (b) all of the outstanding Public Warrants of the Company, entitling the holder thereof to purchase one share of common stock at an exercise price of $11.50 per share will be converted into the right to receive a warrant to purchase one Ordinary Share at the same exercise price, being an exercise price of $11.50 per share, and (c) EUR will receive the number of Ordinary Shares in the Share Exchange that shall have an aggregate value equal to the Closing Share Consideration (as defined in the Merger Agreement) consisting of $750,000,000 divided by the redemption amount per share of common stock payable to the Company’s public stockholders that elect to redeem common stock in connection with the Closing, and, subject to applicable terms and conditions, earnout consideration of up to an additional 10% of such Closing Share Consideration, in each case subject to adjustment as set forth in the Merger Agreement, and all upon the terms and subject to the conditions set forth in the Merger Agreement.
Cash				$ 823,945	$ 1,046,646
Working capital				436,721	1,079,831
Payment from sponsor				25,000
Promissory note from sponsor				$ 150,000
U.S. federal excise tax			1%
Excise tax, percentage			1%
Franchise tax expense					$ 85,711
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Share issued (in Shares)		15,500,000
Price per share (in Dollars per share)		$ 10
Per unit price (in Dollars per share)				$ 10.2
Net proceeds		$ 158,100,000
Pro rate price per share (in Dollars per share)				10.2
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Share issued (in Shares)		2,000,000
Aggregate of shares (in Shares)		770,000
Forfeited shares (in Shares)		2,025,000
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Public share price (in Dollars per share)				$ 10.2
Sponsor [Member] | Private Placement [Member]
Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)		$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Cash	$ 823,945	$ 1,046,646
Interest income	762,917	$ 0
Federal deposit insurance company coverage	$ 250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Share issued (in Shares)	15,500,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of carrying value, excluding gross unrealized holding gain and fair value held to maturity securities - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Carrying Value Excluding Gross Unrealized Holding Gain And Fair Value Held To Maturity Securities [Abstract]
Carrying Value	$ 159,750,571	$ 158,108,357
Gross Unrealized Gains	77,162	1,846
Gross Unrealized Losses
Fair Value	$ 159,827,733	$ 158,110,203

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of common stock subject to possible redemption reflected on the balance sheets - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Common Stock Subject To Possible Redemption Reflected On The Balance Sheets [Abstract]
Gross Proceeds		$ 155,000,000
Less:
Fair Value of public warrants		(6,062,414)
Common stock issuance costs		(10,936,100)
Plus:
Remeasurement of carrying value to redemption value	$ 1,660,746	20,098,514
Common stock subject to possible redemption	$ 159,760,746	$ 158,100,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common stock - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Redeemable Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common stock [Line Items]
Net loss allocable	$ (180,721)	$ (122,090)
Basic and diluted weighted average shares outstanding	15,500,000	2,293,151
Basic and diluted net loss per common stock	$ (0.01)	$ (0.05)
Non-Redeemable Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common stock [Line Items]
Net loss allocable	$ (73,112)	$ (223,401)
Basic and diluted weighted average shares outstanding	6,270,600	4,195,998
Basic and diluted net loss per common stock	$ (0.01)	$ (0.05)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common stock (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Redeemable Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	15,500,000	2,293,151
Diluted net loss per common stock	$ (0.01)	$ (0.05)
Non-Redeemable Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	6,270,600	4,195,998
Diluted net loss per common stock	$ (0.01)	$ (0.05)

Initial Public Offering (Detail

Initial Public Offering (Details)	Nov. 08, 2021 USD ($) $ / shares shares
Initial Public Offering (Details) [Line Items]
Generating gross proceeds | $	$ 155,000,000
Common stock, par value | $ / shares	$ 0.0001
Exercise price | $ / shares	$ 11.5
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Share issued | shares	15,500,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Share issued | shares	2,000,000
Full underwriters | shares	2,025,000
Share price per unit | $ / shares	$ 10

Private Placement Shares (Detai

Private Placement Shares (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Private Placement Shares (Details) [Line Items]
Purchase aggregate shares	770,000
Aggregate purchase price (in Dollars) | $	$ 7,700,000
Private Placement [Member]
Private Placement Shares (Details) [Line Items]
Price per share (in Dollars per share) | $ / shares	$ 10
Sponsor [Member]
Private Placement Shares (Details) [Line Items]
Purchase aggregate shares	722,750
Cantor [Member]
Private Placement Shares (Details) [Line Items]
Purchase aggregate shares	47,250

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended		12 Months Ended		15 Months Ended
	Nov. 03, 2021	Mar. 02, 2021	Sep. 15, 2021	Nov. 20, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2021	Nov. 08, 2021	Dec. 19, 2020
Related Party Transaction [Line Items]
Stock split, description	the Company effected an additional 1.08 for 1 dividend, and as a result, the Company’s initial stockholders held 5,433,750 Founder Shares, which included an aggregate of up to 708,750 shares subject to forfeiture.	the Company effected a stock dividend of 1.25 for 1 for each common stock held by the Sponsor, resulting in the Sponsor holding an aggregate of 3,593,750 common stock, of which up to 468,750 shares were subject to forfeiture.	the Company effected an additional 1.4 for 1 dividend, resulting in 5,031,250 Founder Shares, of which up to 656,250 shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor collectively owns shares equal to 35% of the shares issued in the IPO.
Underwriter partially exercised, description								the underwriter partially exercised their over-allotment option and purchased an additional 2,000,000 Units out of the 2,025,000 available to them and forfeited the remainder. As a result, 8,750 Founder Shares were forfeited resulting in aggregate Founder Shares outstanding of 5,425,000.
Aggregate principal amount									$ 150,000
Outstanding under the promissory note					$ 153,127	$ 153,127
Office space, utilities and secretarial support					10,000
Incurred and paid					120,000
Other recorded or paid							$ 20,000
Series of Individually Immaterial Business Acquisitions [Member]
Related Party Transaction [Line Items]
Interest amount					$ 1,500,000
Business combination units at a price per unit (in Dollars per share)					$ 10
Founder Shares [Member]
Related Party Transaction [Line Items]
Sponsor paid				$ 25,000
Founder Shares [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Consideration shares (in Shares)				2,875,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			1 Months Ended		12 Months Ended
	Sep. 10, 2022	Nov. 08, 2021	Aug. 18, 2022	Apr. 25, 2022	Dec. 31, 2022	Aug. 11, 2022
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares)		2,000,000
Remaining forfeited shares (in Shares)		25,000
Underwriting discount percentage					2%
Gross proceeds					$ 2,700,000
Advisory fee				$ 1,500,000
Additional fee of trust account				$ 3,750,000
Transaction fee	$ 250,000				$ 11,381,247	$ 5,000,000
Percentage of cash fee			5%
Over-Allotments [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares)					2,025,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Other underwriting expense					$ 543,450
Underwriting [Member] | Over-Allotments [Member]
Commitments and Contingencies (Details) [Line Items]
Remaining amount					8,150,000
Deferral noted					$ 400,000
Underwriting [Member] | Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting discount percentage					5%
Gross proceeds					$ 6,750,000
Business Combination [Member[
Commitments and Contingencies (Details) [Line Items]
Business combination marketing agreement, description					The Company engaged Cohen & Company Capital Markets (“CCM”), an affiliate of a passive member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to 0.6% of the aggregate proceeds of the IPO, net of underwriter’s expenses. This fee was deducted from the underwriting fees paid to Cantor as described above. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. CCM agreed to defer the portion of its fee resulting from exercise of the underwriters’ over-allotment option until the consummation of our initial Business Combination. The Company has also engaged CCM as an advisor in connection with our initial Business Combination for which it will earn an advisory fee of 1.5% of the proceeds of the IPO payable at closing of the Business Combination, which will be deducted from the deferred underwriting fee paid to Cantor as described above. CCM’s fees will be offset from the underwriting fees described above and will not result in any incremental fees to the Company.
Other expenses	20,000
Performance-based fee	$ 250,000
Business Combination [Member[ | Underwriting [Member]
Commitments and Contingencies (Details) [Line Items]
Remaining amount					$ 2,700,000
Deferral noted					$ 400,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - USD ($)			9 Months Ended	12 Months Ended
	Nov. 03, 2021	Jul. 12, 2021	Oct. 12, 2020	Dec. 31, 2022	Dec. 31, 2021	Sep. 15, 2021
Stockholders' Deficit (Details) [Line Items]
Preferred stock shares authorized				1,000,000	1,000,000
Preferred stock par value (in Dollars per share)				$ 0.0001	$ 0.0001
Preferred stock shares issued
Preferred stock shares outstanding
Common stock shares authorized				50,000,000	50,000,000
Common stock par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares issued				6,270,600	6,270,600
Common stock shares outstanding				6,270,600	6,270,600
Shares issued				75,600
EBC shares description			the Company issued to the designees of EBC 100,000 EBC Shares for nominal consideration. On March 2, 2021, the Company effected a 1.25 for 1 dividend resulting in 125,000 EBC Shares, 25,000 of which EBC returned to the Company, at no cost, resulting in 100,000 EBC shares. On March 9, 2021, the Company issued to EBC and its designees an additional 100,000 EBC Shares at a price of $0.0001 per share, resulting in 200,000 EBC Shares being outstanding.
Shares outstanding pre-dividend		50,000
Outstanding shares				4,423,297
Stock dividend description				the stock dividend of 1.4 for 1 on September 15, 2021, which is what was outstanding as of September 30, 2021. On November 3, 2021, the Company issued a stock dividend of 1.08 for 1, which resulted in 75,600 EBC Shares outstanding.
Share outstanding value	75,600
Redemption of warrants description				The Company may redeem the Public Warrants:    ● in whole and not in part;     ● at a price of $0.01 per warrant;     ● at any time after the warrants become exercisable;     ● if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending on the third business day prior to the notice of redemption to the warrant holders;     ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants
Preferred Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Preferred stock shares authorized				1,000,000
Preferred stock par value (in Dollars per share)				$ 0.0001
Preferred stock shares issued				0	0
Preferred stock shares outstanding				0	0
Private Placement [Member]
Stockholders' Deficit (Details) [Line Items]
Shares issued				770,000
Public Shares [Member]
Stockholders' Deficit (Details) [Line Items]
Shares issued				15,500,000
IPO [Member]
Stockholders' Deficit (Details) [Line Items]
Fair value of representative amount (in Dollars)				$ 870
Public warrants [Member]
Stockholders' Deficit (Details) [Line Items]
Public warrants issued				7,750,000	7,750,000
Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock, shares issued				6,270,600	6,270,600
Common stock shares outstanding				6,270,600	6,270,600
Founder shares				5,425,000
Business Combination [Member]
Stockholders' Deficit (Details) [Line Items]
Business combination description				In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its 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 greater of (i) Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities.
EBC [Member]
Stockholders' Deficit (Details) [Line Items]
Basic shares		150,000
Outstanding shares						70,000

Income Tax (Details)

Income Tax (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 0	$ 77,604
Change in the valuation allowance	$ 402,009	$ 72,553

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Net Deferred Tax Assets Abstract
Organizational costs/Start-up costs	$ 474,562	$ 56,256
Unrealized gain on Trust Account	(212,062)
Federal net operating loss		16,297
Total deferred tax asset (liability)	262,500	72,553
Valuation allowance	(474,562)	(72,553)
Deferred tax asset (liability), net of allowance	$ (212,062)

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Federal
Current	$ 233,251
Deferred	(189,947)	(72,553)
State
Current
Deferred
Change in valuation allowance	402,009	72,553
Income tax provision	$ 445,313

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of federal income tax rate to company’s effective tax rate	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Federal Income Tax Rate to Company’s Effective Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%
Deferred tax liability change in rate
Non-deductible interest	1.61%
Change in valuation allowance	209.95%	(21.00%)
Effective tax rate	232.56%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 07, 2023	Feb. 06, 2023
Subsequent Event [Line Items]
Public Shares (in Shares)	11,076,703
Trust account removed payment	$ 114,300,000
Per share (in Dollars per share)	$ 10.32
Trust account	$ 45,600,000
Shares outstanding (in Shares)	4,423,297
Subsequent Event [Member]
Subsequent Event [Line Items]
Extension payment in trust account		$ 200,000	$ 200,000