Sizzle Acquisition (SZZL) 10-Q 11 Aug 23 2023 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 11, 2023
Document Information Line Items
Entity Registrant Name	SIZZLE ACQUISITION CORP.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		9,356,653
Amendment Flag	false
Entity Central Index Key	0001829322
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity 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
Entity Interactive Data Current	Yes
Units, each consisting of one share of common stock and one-half of one redeemable warrant
Document Information Line Items
Trading Symbol	SZZLU
Title of 12(b) Security	Units, each consisting of one share of common stock and one-half of one redeemable warrant
Security Exchange Name	NASDAQ
Common stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	SZZL
Title of 12(b) Security	Common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Document Information Line Items
Trading Symbol	SZZLW
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets:
Cash	$ 23,415	$ 823,945
Prepaid expenses	39,167	60,417
Total current assets	62,582	884,362
Investments held in Trust Account	47,479,282	159,759,471
Total assets	47,541,864	160,643,833
Liabilities, Redeemable Common Stock and Stockholders’ Deficit
Accrued offering costs and expenses	1,864,763	1,152,735
Deferred tax liability		212,062
Income tax payable	720,769	233,251
Excise tax payable	1,143,627
Promissory note – related party	529,437	153,127
Total current liabilities	4,258,596	1,751,175
Deferred underwriters’ fee	8,150,000	8,150,000
Total liabilities	12,408,596	9,901,175
Commitments and Contingencies (Note 6)
Common stock subject to possible redemption, 4,423,297 and 15,500,000 shares at redemption value of approximately $10.72 and $10.31 per share as of June 30, 2023 and December 31, 2022, respectively	47,435,190	159,760,746
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 4,423,297 and 15,500,000 shares subject to possible redemption), as of June 30, 2023 and December 31, 2022, respectively	627	627
Additional paid-in capital
Accumulated deficit	(12,302,549)	(9,018,715)
Total stockholders’ deficit	(12,301,922)	(9,018,088)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$ 47,541,864	$ 160,643,833

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock subject to possible redemption	4,423,297	15,500,000
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10.72	$ 10.31
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

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Formation and operating cost	$ 516,040	$ 222,062	$ 1,139,300	$ 405,515
Franchise tax	23,000	173,214	45,400	223,873
Loss from operations	(539,040)	(395,276)	(1,184,700)	(629,388)
Other expense
Interest income on Trust Account	408,289	240,660	1,357,094	305,064
Loss before provision for income taxes	(130,751)	(154,616)	172,394	(324,324)
Provision for income taxes	(80,795)	(3,410)	(275,456)	(3,410)
Net loss	$ (211,546)	$ (158,026)	$ (103,062)	$ (327,734)
Redeemable Common Stock
Other expense
Basic weighted average shares outstanding (in Shares)	4,423,297	15,500,000	7,163,628	15,500,000
Basic net income (loss) per common stock (in Dollars per share)	$ (0.02)	$ (0.01)	$ (0.01)	$ (0.02)
Non-Redeemable Common Stock
Other expense
Basic weighted average shares outstanding (in Shares)	6,270,600	6,270,600	6,270,600	6,270,600
Basic net income (loss) per common stock (in Dollars per share)	$ (0.02)	$ (0.01)	$ (0.01)	$ (0.02)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Redeemable Common Stock
Diluted weighted average shares outstanding	4,423,297	15,500,000	7,163,628	15,500,000
Diluted net loss per common stock	$ (0.02)	$ (0.01)	$ (0.01)	$ (0.02)
Non-Redeemable Common Stock
Diluted weighted average shares outstanding	6,270,600	6,270,600	6,270,600	6,270,600
Diluted net loss per common stock	$ (0.02)	$ (0.01)	$ (0.01)	$ (0.02)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 627		$ (7,104,137)	$ (7,103,510)
Balance (in Shares) at Dec. 31, 2021	6,270,600
Net income (loss)			(169,708)	(169,708)
Balance at Mar. 31, 2022	$ 627		(7,273,845)	(7,273,218)
Balance (in Shares) at Mar. 31, 2022	6,270,600
Balance at Dec. 31, 2021	$ 627		(7,104,137)	(7,103,510)
Balance (in Shares) at Dec. 31, 2021	6,270,600
Net income (loss)				(327,734)
Balance at Jun. 30, 2022	$ 627		(7,431,871)	(7,431,244)
Balance (in Shares) at Jun. 30, 2022	6,270,600
Balance at Mar. 31, 2022	$ 627		(7,273,845)	(7,273,218)
Balance (in Shares) at Mar. 31, 2022	6,270,600
Net income (loss)			(158,026)	(158,026)
Balance at Jun. 30, 2022	$ 627		(7,431,871)	(7,431,244)
Balance (in Shares) at Jun. 30, 2022	6,270,600
Balance at Dec. 31, 2022	$ 627		(9,018,715)	(9,018,088)
Balance (in Shares) at Dec. 31, 2022	6,270,600
Remeasurement of common stock subject to possible redemption			(1,131,744)	(1,131,744)
Excise tax on stock redemptions			(1,143,627)	(1,143,627)
Net income (loss)			108,484	108,484
Balance at Mar. 31, 2023	$ 627		(11,185,600)	(11,184,973)
Balance (in Shares) at Mar. 31, 2023	6,270,600
Balance at Dec. 31, 2022	$ 627		(9,018,715)	(9,018,088)
Balance (in Shares) at Dec. 31, 2022	6,270,600
Net income (loss)				(103,062)
Balance at Jun. 30, 2023	$ 627		(12,302,549)	(12,301,922)
Balance (in Shares) at Jun. 30, 2023	6,270,600
Balance at Mar. 31, 2023	$ 627		(11,185,600)	(11,184,973)
Balance (in Shares) at Mar. 31, 2023	6,270,600
Remeasurement of common stock subject to possible redemption			(905,403)	(905,403)
Net income (loss)			(211,546)	(211,546)
Balance at Jun. 30, 2023	$ 627		$ (12,302,549)	$ (12,301,922)
Balance (in Shares) at Jun. 30, 2023	6,270,600

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (103,062)	$ (327,734)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(1,357,094)	(305,064)
Changes in current assets and liabilities:
Prepaid expenses	21,250	159,274
Accrued offering costs and expenses	712,031	(50,403)
Deferred tax liability	(212,062)
Franchise tax payable		137,252
Income tax payable	487,518	3,410
Net cash used in operating activities	(451,419)	(383,265)
Cash flows from investing activities:
Cash withdrawn from trust account to pay taxes	274,580
Cash withdrawn from trust account for redemptions	114,362,702
Principal deposited in Trust Account	(1,000,000)
Net cash provided by investing activities	113,637,282
Cash flows from financing activities:
Redemption of shares	(114,362,702)
Payment of promissory note	376,310
Net cash used in financing activities	(113,986,392)
Net change in cash	(800,529)	(383,265)
Cash, beginning of the period	823,945	1,046,646
Cash, end of the period	23,416	663,381
Supplemental disclosure of non-cash financing activities:
Excise tax payable	1,143,627
Remeasurement of common stock subject to possible redemption	$ 2,037,147

Organization and Business Opera

Organization and Business Operations	6 Months Ended
	Jun. 30, 2023
Organization and Business Operations [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Sizzle Acquisition Corp. 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 June 30, 2023, the Company had not commenced any operations. All activity for the period from October 12, 2020 (inception) through June 30, 2023 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 (“February Special Meeting”). At the February 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 the Company’s board of directors (the “February Extension”). In connection with the February 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 had 4,423,297 Public Shares outstanding. The Company has agreed to deposit an aggregate amount of $200,000 (the “February Extension Payment”) in the trust account by February 9, 2023 and to deposit into the trust account the same amount as the February Extension Payment each additional month that is needed for the Company to consummate the proposed Business Combination until August 8, 2023 (unless the Company’s board of directors decides to stop extending the time period earlier than such date). On August 7, 2023, the Company held a special meeting of stockholders (“August Special Meeting”). At the August Special Meeting, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination from August 8, 2023 to February 8, 2024, or such earlier date as determined by the Company’s board of directors (the “August Extension”). In connection with the August Special Meeting, stockholders holding 1,337,244 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 $14.5 million (approximately $10.85 per Public Share) was removed from the trust account to pay such holders and approximately $33.5 million remained in the trust account. Following redemptions, the Company had 3,086,053 Public Shares outstanding. The Company has agreed to deposit an aggregate amount of $60,000 (the “August Extension Payment”) in the trust account by August 9, 2023 and to deposit into the trust account the same amount as the August Extension Payment each additional month that is needed for the Company to consummate the proposed Business Combination until February 8, 2024 (unless the Company’s board of directors decides to stop extending the time period earlier than such date). The Company has until February 8, 2024 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 (“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 (“Merger Sub”), 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 European Lithium from EUR and European Lithium shareholders in exchange for ordinary shares of Pubco, European Lithium shall become a wholly owned subsidiary of Pubco and European Lithium shareholders shall become shareholders 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. The Merger Agreement provides that at the effective time of the Closing (the “Effective Time”): (i) all of the outstanding shares of the Company’s common stock, will be exchanged for the right to receive the ordinary shares of Pubco, par value $0.001 per share (the “Pubco Ordinary Shares”) (following which exchange all shares of the Company’s common stock will be cancelled and cease to exist); (ii) all of the outstanding whole warrants of the Company, entitling the holder thereof to purchase one share of the Company’s common stock at an exercise price of $11.50 per share (collectively, the “Company Warrants”) will be assumed by Pubco and converted into the right to receive a warrant to purchase one Pubco Ordinary Share (in lieu of the Company’s common stock) at the same exercise price (collectively, the “Pubco Warrants”); and (iii) shareholders of the Company will receive Pubco Ordinary Shares in the Share Exchange, equal to the amount of shares consisting of (i) $750,000,000, divided by (ii) the redemption amount per share of the Company’s common stock payable to the Company’s stockholders in connection with the closing of the Business Combination as provided in the Merger Agreement, and which is referred to as the Closing Share Consideration. Upon the Effective Time, the outstanding publicly traded units of the Company will be separated into their component securities, consisting of (a) one share of the Company’s common stock and (b) one-half of one Company Warrant (each of which shall be exchanged in accordance with the foregoing description). According to the Merger Agreement, each registered holder of the Company Warrants will be eligible to have each whole the Company Warrant converted into one Pubco Warrant, following aggregation of such holder’s registered Company Warrants, and rounded down to the nearest whole warrant following such aggregation of warrants, with no issuance of a fractional Pubco Warrant. Up to an additional 10% of the Closing Share Consideration will be contingently issuable to EUR, in the form of an earnout which is subject to certain terms and conditions relating to the price of Pubco Ordinary Shares, during the five year period following the consummation of the Business Combination. Liquidity, Capital Resources and Going Concern As of June 30, 2023, the Company had $23,415 of cash in its operating bank account and a working capital deficit of $3,445,065 (excluding franchise and income taxes payable). 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). 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 February 8, 2024, 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 the possibility that Company would not be able to close a business combination through February 8, 2024, 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 unaudited condensed financial statements. The unaudited condensed 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. As discussed above, on February 1, 2023, holders of 11,076,703 shares of common stock elected to redeem their shares in connection with the February Extension. As a result, $114,362,703 was removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the IR Act and the Company’s operations and has determined that a liability of $1,143,627 should be recorded for the excise tax in connection with the above mentioned redemptions. This liability will be reviewed and remeasured at each subsequent reporting period. As discussed above, on August 7, 2023, holders of 1,337,244 shares of common stock elected to redeem their shares in connection with the August Extension. As a result, approximately $14.5 million will be removed from the Company’s Trust Account to pay such holders. Management has evaluated the requirements of the IR Act and the Company’s operations and has determined that a liability of $0.1 million should be recorded for the excise tax in connection with the above mentioned redemptions. This liability will be reviewed and remeasured at each subsequent reporting period.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 28, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. 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 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 had $23,415 and $823,945 in cash as of June 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Investments Held in Trust Account As of June 30, 2023 the assets held in the Trust Account were held in a money market fund. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying condensed statements of operations. During the six months ended June 30, 2023 and year ended December 31, 2022, the Company withdrew $274,580 and $762,917, respectively, of the interest income from the Trust Account to pay its tax obligations. As of June 30, 2023, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. 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. Funds in Company’s Trust Account were invested in Money Market Funds as June 30, 2023, and classified as trading securities and Level 1 in the hierarchy of fair value measurements with carrying value approximating fair value. Funds in Company’s Trust Account were invested in U.S. Treasury Securities as of December 31, 2022 and classified as held to maturity and Level 1 in the hierarchy of fair value measurements as follows: Carrying Gross Gross Fair Value U.S. Treasury Securities $ 159,750,571 $ 77,162 $ — $ 159,827,733 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 June 30, 2023 and December 31, 2022, 4,423,297 and 15,500,000 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 June 30, 2023 and December 31, 2022 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 21,759,260 Common stock subject to possible redemption (December 31, 2022) 159,760,746 Less: Redemption (114,362,703 ) Plus: Remeasurement of carrying value to redemption value 2,037,147 Common stock subject to possible redemption (June 30, 2023) $ 47,435,190 Net Income (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 income (loss) per common stock is computed by dividing the pro rata net income (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 income (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 The Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of common stock. The allocable net income (loss) is calculated by multiplying net income (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 income (loss) per common stock is calculated as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Redeemable Common Stock Net loss allocable to redeemable common stock $ (87,501 ) $ (112,510 ) $ (54,956 ) $ (233,337 ) Basic and diluted weighted average shares outstanding, redeemable common stock 4,423,297 15,500,000 7,163,628 15,500,000 Basic and diluted net loss per common stock $ (0.02 ) $ (0.01 ) $ (0.01 ) $ (0.02 ) Non-Redeemable Common Stock Net loss allocable to non-redeemable common stock $ (124,045 ) $ (45,516 ) $ (48,105 ) $ (94,397 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 6,270,600 6,270,600 6,270,600 6,270,600 Basic and diluted net loss per common stock $ (0.02 ) $ (0.01 ) $ (0.01 ) $ (0.02 ) 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 accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 61.79% and 2.21% for the three months ended June 30, 2023 and 2022, respectively, (159.78%) and 1.05% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2023
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	6 Months Ended
	Jun. 30, 2023
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	6 Months Ended
	Jun. 30, 2023
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 June 30, 2023, and December 31, 2022, the Company had $129,437 and $153,127 outstanding under the Promissory Note, respectively, which is now without fixed terms and due on demand. The Sponsor acknowledged that the Company is not in default. On February 6, 2023, the Company issued a promissory note in the principal amount of $200,000 to the Sponsor in connection with payments to be made into the Trust Account for the Extension (the “Extension Note”). The Extension Note bears no interest and is due and payable upon the consummation of the Company’s initial Business Combination. As of June 30, 2023, the Company had borrowed an additional principal amount of $400,000 on the same terms as the Extension Note. 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 three and six months ended June 30, 2023, $30,000 and $60,000 had been incurred and paid, respectively. For the three and six months ended June 30, 2022, $30,000 and $60,000, respectively, had been incurred 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 June 30, 2023 and December 31, 2022, no such Working Capital Loans were outstanding.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
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 relation to the management of the redemptions of Public Shares in connection with the anticipated Business Combination. 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. 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	6 Months Ended
	Jun. 30, 2023
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 7 — Stockholders’ Deficit Preferred Stock no Common Stock EBC Shares — 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 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. 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.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up through the date that unaudited condensed financial statements were issued. Based upon this review, other than as discussed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On July 7, 2023, the Company, Critical Metals and Merger Sub entered into that certain Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), pursuant to which the Merger Agreement was amended to (i) extend the date (the “Outside Date”) by which either the Company or Critical Metals may terminate the Merger Agreement if the proposed business combination (the “Proposed Business Combination”) has not been consummated, (ii) remove as a condition to the closing of the Proposed Business Combination that the Company or Pubco have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the United States Securities Exchange Act of 1934 ) of at least $5,000,001 (the “Net Tangible Asset Test”), unless, at the meeting of Company’s stockholders held to approve the Proposed Business Combination, Company’s stockholders reject a proposal to remove the Net Tangible Asset Test from the Company’s organizational documents, and (iii) provide that the Company shall, by no later than July 14, 2023, prepare and file with the SEC a proxy statement pursuant to which it shall seek the approval of its stockholders for proposals to amend its organizational documents to extend the time period for it to consummate its initial business combination. The Second Amendment extended the Outside Date to the earlier of (A) the last date for Company to consummate its initial business combination pursuant to an extension granted pursuant to the Company’s organizational documents and (B) September 8, 2023. On August 7, 2023, the Company held the August Special Meeting. At the August Special Meeting, the Company’s stockholders approved an extension of the date by which the Company must consummate an initial business combination from August 8, 2023 to February 8, 2024, or such earlier date as determined by the Company’s board of directors. In connection with the August Special Meeting, stockholders holding 1,337,244 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 $14.5 million (approximately $10.85 per Public Share) was removed from the trust account to pay such holders and approximately $33.5 million remained in the trust account. Following redemptions, the Company had 3,086,053 Public Shares outstanding. The Company has agreed to deposit an aggregate amount of $60,000 in the trust account by August 9, 2023 and to deposit into the trust account the same amount of August Extension Payment each additional month that is needed for the Company to consummate the proposed Business Combination until February 8, 2024 (unless the Company’s board of directors decides to stop extending the time period earlier than such date).

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 28, 2023, which contains the audited financial statements and notes thereto. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.
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 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 had $23,415 and $823,945 in cash as of June 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Investments Held in Trust Account	Investments Held in Trust Account As of June 30, 2023 the assets held in the Trust Account were held in a money market fund. The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying condensed statements of operations. During the six months ended June 30, 2023 and year ended December 31, 2022, the Company withdrew $274,580 and $762,917, respectively, of the interest income from the Trust Account to pay its tax obligations. As of June 30, 2023, the assets held in the Trust Account were held in U.S. Treasury Bills with a maturity of 185 days or less and in money market funds which invest in U.S. Treasury securities. 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. Funds in Company’s Trust Account were invested in Money Market Funds as June 30, 2023, and classified as trading securities and Level 1 in the hierarchy of fair value measurements with carrying value approximating fair value. Funds in Company’s Trust Account were invested in U.S. Treasury Securities as of December 31, 2022 and classified as held to maturity and Level 1 in the hierarchy of fair value measurements as follows: Carrying Gross Gross Fair Value U.S. Treasury Securities $ 159,750,571 $ 77,162 $ — $ 159,827,733
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 June 30, 2023 and December 31, 2022, 4,423,297 and 15,500,000 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 June 30, 2023 and December 31, 2022 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 21,759,260 Common stock subject to possible redemption (December 31, 2022) 159,760,746 Less: Redemption (114,362,703 ) Plus: Remeasurement of carrying value to redemption value 2,037,147 Common stock subject to possible redemption (June 30, 2023) $ 47,435,190
Net Income (Loss) Per Common Stock	Net Income (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 income (loss) per common stock is computed by dividing the pro rata net income (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 income (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 Income (Loss) per Common Stock The Company’s net income (loss) is adjusted for the portion of net income (loss) that is allocable to each class of common stock. The allocable net income (loss) is calculated by multiplying net income (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 income (loss) per common stock is calculated as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Redeemable Common Stock Net loss allocable to redeemable common stock $ (87,501 ) $ (112,510 ) $ (54,956 ) $ (233,337 ) Basic and diluted weighted average shares outstanding, redeemable common stock 4,423,297 15,500,000 7,163,628 15,500,000 Basic and diluted net loss per common stock $ (0.02 ) $ (0.01 ) $ (0.01 ) $ (0.02 ) Non-Redeemable Common Stock Net loss allocable to non-redeemable common stock $ (124,045 ) $ (45,516 ) $ (48,105 ) $ (94,397 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 6,270,600 6,270,600 6,270,600 6,270,600 Basic and diluted net loss per common stock $ (0.02 ) $ (0.01 ) $ (0.01 ) $ (0.02 )
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 accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 61.79% and 2.21% for the three months ended June 30, 2023 and 2022, respectively, (159.78%) and 1.05% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Carrying Value, Excluding Gross Unrealized Holding Gain (Loss) and Fair Value of Held to Maturity Securities	Funds in Company’s Trust Account were invested in U.S. Treasury Securities as of December 31, 2022 and classified as held to maturity and Level 1 in the hierarchy of fair value measurements as follows: Carrying Gross Gross Fair Value U.S. Treasury Securities $ 159,750,571 $ 77,162 $ — $ 159,827,733
Schedule of Common Stock Subject to Possible Redemption Reflected on the Balance Sheets	The 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 21,759,260 Common stock subject to possible redemption (December 31, 2022) 159,760,746 Less: Redemption (114,362,703 ) Plus: Remeasurement of carrying value to redemption value 2,037,147 Common stock subject to possible redemption (June 30, 2023) $ 47,435,190
Schedule of Basic and Diluted Income (Loss) Per Common Stock	Accordingly, basic and diluted income (loss) per common stock is calculated as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Redeemable Common Stock Net loss allocable to redeemable common stock $ (87,501 ) $ (112,510 ) $ (54,956 ) $ (233,337 ) Basic and diluted weighted average shares outstanding, redeemable common stock 4,423,297 15,500,000 7,163,628 15,500,000 Basic and diluted net loss per common stock $ (0.02 ) $ (0.01 ) $ (0.01 ) $ (0.02 ) Non-Redeemable Common Stock Net loss allocable to non-redeemable common stock $ (124,045 ) $ (45,516 ) $ (48,105 ) $ (94,397 ) Basic and diluted weighted average shares outstanding, non-redeemable common stock 6,270,600 6,270,600 6,270,600 6,270,600 Basic and diluted net loss per common stock $ (0.02 ) $ (0.01 ) $ (0.01 ) $ (0.02 )

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)				1 Months Ended	6 Months Ended	12 Months Ended
	Aug. 07, 2023	Feb. 01, 2023	Nov. 08, 2021	Aug. 16, 2022	Jun. 30, 2023	Dec. 31, 2022
Organization and Business Operations (Details) [Line Items]
Transaction costs					$ 11,381,247
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
Stockholders holding public shares (in Shares)					11,076,703
Stockholders holding amount					$ 114,300,000
Public per share (in Dollars per share)					$ 10.32
Trust account pay					$ 45,600,000
Public shares outstanding (in Shares)					4,423,297
Aggregate amount					$ 200,000
Public shares (in Shares)					1,337,244
Payment to shareholders					$ 14,500,000
Public price per share (in Dollars per share)					$ 10.85
Trust account					$ 33,500,000
Shares outstanding (in Shares)					6,270,600	6,270,600
Deposit an aggregate amount					$ 60,000
Share redemption percentage					100%
(in Dollars per share)					$ 0.001
Exercise price (in Dollars per share)					$ 11.5
Merger agreement description					(iii) shareholders of the Company will receive Pubco Ordinary Shares in the Share Exchange, equal to the amount of shares consisting of (i) $750,000,000, divided by (ii) the redemption amount per share of the Company’s common stock payable to the Company’s stockholders in connection with the closing of the Business Combination as provided in the Merger Agreement, and which is referred to as the Closing Share Consideration.
Closing share consideration percentage					10%
cash in operating bank account					$ 23,415
Working capital deficit					$ 3,445,065
U.S. federal excise tax				1%
Excise tax, percentage				1%
Stock issued (in Shares)		11,076,703
Trust account		$ 114,362,703
Liability amount		$ 1,143,627
Trust Account to paid amount	$ 14,500,000
Excise tax	$ 100,000
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Share issued (in Shares)			15,500,000
Price per share (in Dollars per share)			$ 10
Underwriter exercised (in Shares)			2,000,000
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
Public shares (in Shares)			2,025,000
Common Stock [Member]
Organization and Business Operations (Details) [Line Items]
Public shares outstanding (in Shares)					10,693,897	21,770,600
Shares outstanding (in Shares)					3,086,053
Maximum [Member]
Organization and Business Operations (Details) [Line Items]
Working capital deficit						$ 823,945
Minimum [Member]
Organization and Business Operations (Details) [Line Items]
Working capital deficit						$ 436,721
Subsequent Event [Member]
Organization and Business Operations (Details) [Line Items]
(in Dollars per share)	$ 10.85
Shares of Common Stock (in Shares)	1,337,244
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 ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Cash (in Dollars)	$ 23,415		$ 23,415		$ 823,945
Interest income from the trust account (in Dollars)			$ 274,580		$ 762,917
Temporary equity shares of common stock (in Shares)	4,423,297		4,423,297		15,500,000
Federal deposit insurance company coverage (in Dollars)	$ 250,000		$ 250,000
Effective tax rate			159.78%	1.05%
Effective statutory tax rate	21%	21%	21%	21%
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Share issued (in Shares)			15,500,000
Income Tax [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Effective tax rate			61.79%	2.21%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Carrying Value, Excluding Gross Unrealized Holding Gain (Loss) and Fair Value of Held to Maturity Securities - US Treasury Securities [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
Marketable Securities [Line Items]
Carrying Value	$ 159,750,571
Gross Unrealized Gains	77,162
Gross Unrealized Losses
Fair Value	$ 159,827,733

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 ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
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	$ 2,037,147	21,759,260
Common stock subject to possible redemption	47,435,190	$ 159,760,746
Less:
Redemption	$ (114,362,703)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Income (Loss) Per Common Stock - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Redeemable Common Stock [Member]
Redeemable Common Stock
Net loss allocable to common stock	$ (87,501)	$ (112,510)	$ (54,956)	$ (233,337)
Basic weighted average shares outstanding	4,423,297	15,500,000	7,163,628	15,500,000
Basic and diluted net loss per common stock	$ (0.02)	$ (0.01)	$ (0.01)	$ (0.02)
Non-Redeemable Common Stock [Member]
Redeemable Common Stock
Net loss allocable to common stock	$ (124,045)	$ (45,516)	$ (48,105)	$ (94,397)
Basic weighted average shares outstanding	6,270,600	6,270,600	6,270,600	6,270,600
Basic and diluted net loss per common stock	$ (0.02)	$ (0.01)	$ (0.01)	$ (0.02)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Income (Loss) Per Common Stock (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Redeemable Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Income (Loss) Per Common Stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	4,423,297	15,500,000	7,163,628	15,500,000
Diluted net loss per common stock	$ (0.02)	$ (0.01)	$ (0.01)	$ (0.02)
Non-Redeemable Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Income (Loss) Per Common Stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	6,270,600	6,270,600	6,270,600	6,270,600
Diluted net loss per common stock	$ (0.02)	$ (0.01)	$ (0.01)	$ (0.02)

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		6 Months Ended
	Nov. 08, 2021	Jun. 30, 2023
Initial Public Offering (Details) [Line Items]
Full underwriters		1,337,244
Generating gross proceeds (in Dollars)	$ 155,000,000
Common stock shares	1
Common stock, par value (in Dollars per share)	$ 0.0001
Exercise price (in Dollars per share)	$ 11.5
Redeemable warrant description	one-half of one redeemable warrant
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Share issued	15,500,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Share issued	2,000,000
Full underwriters	2,025,000
Share price per unit (in Dollars per share)	$ 10

Private Placement Shares (Detai

Private Placement Shares (Details)	6 Months Ended
	Jun. 30, 2023 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

3 Months Ended

6 Months Ended

12 Months Ended

Feb. 06, 2023

Nov. 08, 2021

Nov. 08, 2021

Nov. 03, 2021

Sep. 15, 2021

Mar. 02, 2021

Nov. 20, 2020

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Dec. 31, 2022

Dec. 19, 2020

Related Party Transactions (Details) [Line Items]

Stock split, description

the Company effected an additional 1.08 for 1 dividend

the Company effected an additional 1.4 for 1 dividend

the Company effected a stock dividend of 1.25 for 1 for each common stock held by the Sponsor

Aggregate shares (in Shares)

3,593,750

Founder shares (in Shares)

5,433,750

5,031,250

Ownership percentage

35%

Underwriter partially exercised, description

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.

Shares purchased (in Shares)

2,000,000

Founder shares outstanding (in Shares)

5,425,000

Aggregate principal amount

$ 150,000

Outstanding under the promissory note

$ 129,437

$ 153,127

Principal amount

$ 200,000

Additional principal amount

400,000

Office space, utilities and secretarial support

10,000

Incurred and paid

$ 30,000

$ 30,000

60,000

$ 60,000

Over-Allotment Option [Member]

Related Party Transactions (Details) [Line Items]

Shares subject to forfeiture (in Shares)

2,025,000

Founder shares (in Shares)

8,750

Business Acquisition [Member]

Related Party Transactions (Details) [Line Items]

Amount repaid

$ 1,500,000

Business combination units at a price per unit (in Dollars per share)

$ 10

$ 10

Founder Shares [Member]

Related Party Transactions (Details) [Line Items]

Sponsor paid

$ 25,000

Shares subject to forfeiture (in Shares)

2,025,000

708,750

656,250

468,750

Founder Shares [Member] | Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Consideration shares (in Shares)

2,875,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)					6 Months Ended
	Sep. 10, 2022	Aug. 18, 2022	Apr. 25, 2022	Nov. 08, 2021	Jun. 30, 2023	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 percentage					1.50%
Business acquisition, transaction costs	$ 250,000
Additional fee			$ 3,750,000
Cash percentage fee		5%
Other general expense	20,000
Performance-based fees	$ 250,000
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
Advisory fee percentage					0.60%
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] | Underwriting [Member]
Commitments and Contingencies (Details) [Line Items]
Remaining amount					2,700,000
Deferral noted					$ 400,000
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.
Business acquisition, transaction costs			$ 1,500,000			$ 5,000,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)					6 Months Ended
	Nov. 03, 2021	Sep. 15, 2021	Jul. 12, 2021	Mar. 02, 2021	Jun. 30, 2023	Dec. 31, 2022	Mar. 09, 2021	Oct. 12, 2020
Stockholders’ Deficit (Details) [Line Items]
Preferred stock shares authorized					1,000,000	1,000,000
Preferred stock par value (in Dollars per share)					$ 0.0001	$ 0.0001
Preferred stock shares issued
Preferred stock shares outstanding
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				100,000
Common stock shares outstanding					4,423,297
Founder shares					4,423,297	15,500,000
Shares issued						75,600
Stock dividend description	the Company issued a stock dividend of 1.08 for 1	the stock dividend of 1.4 for 1		the Company effected a 1.25 for 1 dividend
Shares returned				25,000
Price per share (in Dollars per share)					$ 0.001
Shares outstanding pre-dividend			50,000
Share outstanding	75,600
Public warrants issued					7,750,000	7,750,000
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
Private Placement [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares issued					770,000	770,000
Public Shares [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares issued					4,423,297	15,500,000
IPO [Member]
Stockholders’ Deficit (Details) [Line Items]
Fair value of representative amount (in Dollars)					$ 870
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
Preferred stock shares outstanding
Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock shares authorized					50,000,000
Common stock par value (in Dollars per share)					$ 0.0001
Common stock, shares issued					10,693,897	21,770,600
Common stock shares outstanding					10,693,897	21,770,600
Founder shares						5,425,000
Founder Shares [Member]
Stockholders’ Deficit (Details) [Line Items]
Founder shares					5,425,000
EBC Shares [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares issued				125,000			100,000	100,000
Shares issued					75,600
Price per share (in Dollars per share)							$ 0.0001
Common stock other shares outstanding							200,000
Basic shares			150,000
Share outstanding		70,000
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.

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Aug. 07, 2023	Aug. 09, 2023	Jul. 07, 2023
Subsequent Events (Details) [Line Items]
Net Tangible Asset			$ 5,000,001
Public shares (in Shares)	1,337,244
Funds in trust account	$ 14,500,000
Public price per share (in Dollars per share)	$ 10.85
Payment from trust account to holders	$ 33,500,000
Public shares outstanding (in Shares)	3,086,053
Deposit into trust account		$ 60,000