Goal Acquisitions (PUCK) 10-Q 10 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 10, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40026
Entity Registrant Name	GOAL ACQUISITIONS CORP.
Entity Central Index Key	0001836100
Entity Tax Identification Number	85-3660880
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12600 Hill Country Blvd
Entity Address, Address Line Two	Building R
Entity Address, Address Line Three	Suite 275
Entity Address, City or Town	Bee Cave
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78738
City Area Code	(888)
Local Phone Number	717-7678
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		16,832,607
Units, each consisting of one share of common stock and one redeemable warrant
Title of 12(b) Security	Units, each consisting of one share of common stock and one redeemable warrant
Trading Symbol	PUCKU
Security Exchange Name	NASDAQ
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	PUCK
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Trading Symbol	PUCKW
Security Exchange Name	NASDAQ

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash	$ 3,468	$ 10,897
Prepaid expenses and other current assets	28,405	56,720
TOTAL CURRENT ASSETS	31,873	67,617
Marketable securities held in the trust account	100,083,482	262,220,950
TOTAL ASSETS	100,115,355	262,288,567
CURRENT LIABILITIES:
Accounts payable and accrued expenses	4,963,218	3,020,456
Sponsor loans issued under the Expense Advancement Agreement	2,000,000	1,006,895
Income taxes payable	1,320,549	709,969
Excise tax payable attributable to redemption of common stock	1,654,892
TOTAL CURRENT LIABILITIES	10,311,554	4,742,320
Warrant liabilities	17,101	34,043
TOTAL LIABILITIES	10,328,655	4,776,363
COMMITMENTS AND CONTINGENCIES (NOTE 6)
Common stock subject to possible redemption, 9,546,357 and 25,875,000 shares at redemption value at June 30, 2023 and December 31, 2022, respectively	99,514,603	261,416,732
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value per share; 1,000,000 shares authorized; none issued and outstanding at June 30, 2023 and December 31, 2022
Common stock, $0.0001 par value per share; 100,000,000 shares authorized; 7,286,250 shares issued and outstanding at June 30, 2023 and December 31, 2022	729	729
Additional paid-in capital
Accumulated deficit	(9,728,632)	(3,905,257)
TOTAL STOCKHOLDERS’ DEFICIT	(9,727,903)	(3,904,528)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	100,115,355	262,288,567
Related Party [Member]
CURRENT LIABILITIES:
Advances - Related Party	$ 372,895	$ 5,000

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	9,546,357	25,875,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,286,250	7,286,250
Common stock, shares outstanding	7,286,250	7,286,250

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
Income Statement [Abstract]
Operating costs	$ 239,303	$ 265,441	$ 616,171	$ 538,085
Business combination expenses	907,478		2,375,829
Loss from operations	(1,146,781)	(265,441)	(2,992,000)	(538,085)
Other income:
Interest income on marketable securities held in the trust account	1,175,053	349,421	3,004,199	375,479
Change in fair value of warrant liability	17,161	132,914	16,942	303,047
Total other income	1,192,214	482,335	3,021,141	678,526
Income before provision for income taxes	45,433	216,894	29,141	140,441
Provision for income taxes	(236,582)	(25,907)	(610,580)	(25,907)
Net (loss) income	$ (191,149)	$ 190,987	$ (581,439)	$ 114,534
Weighted average shares outstanding, common stock subject to possible redemption	9,546,357	25,875,000	12,974,470	25,875,000
Basic net (loss) income per share, common stock subject to possible redemption	(0.01)	0.01	(0.03)	0
Diluted net (loss) income per share, common stock subject to possible redemption	(0.01)	0.01	(0.03)	0
Weighted average shares outstanding, non-redeemable common stock	7,286,250	7,286,250	7,286,250	7,286,250
Basic net (loss) income per share, non-redeemable common stock	$ (0.01)	$ 0.01	$ (0.03)	$ 0
Diluted net (loss) income per share, non-redeemable common stock	$ (0.01)	$ 0.01	$ (0.03)	$ 0

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 729	$ 336,908	$ (1,278,580)	$ (940,943)
Balance, shares at Dec. 31, 2021	7,286,250
Net (loss) income			(76,453)	(76,453)
Balance at Mar. 31, 2022	729	336,908	(1,355,033)	(1,017,396)
Balance at Dec. 31, 2021	$ 729	336,908	(1,278,580)	(940,943)
Balance, shares at Dec. 31, 2021	7,286,250
Net (loss) income				114,534
Balance at Jun. 30, 2022	$ 729	214,031	(1,164,046)	(949,286)
Balance, shares at Jun. 30, 2022	7,286,250
Balance at Mar. 31, 2022	$ 729	336,908	(1,355,033)	(1,017,396)
Remeasurement of common stock subject to possible redemption		(122,877)		(122,877)
Net (loss) income			190,987	190,987
Balance at Jun. 30, 2022	$ 729	214,031	(1,164,046)	(949,286)
Balance, shares at Jun. 30, 2022	7,286,250
Balance at Dec. 31, 2022	$ 729		(3,905,257)	(3,904,528)
Balance, shares at Dec. 31, 2022	7,286,250
Remeasurement of common stock subject to possible redemption			(1,922,323)	(1,922,323)
Excise tax payable attributable to redemption of common stock			(1,654,892)	(1,654,323)
Net (loss) income			(390,290)	(390,290)
Balance at Mar. 31, 2023	$ 729		(7,872,762)	(7,872,033)
Balance, shares at Mar. 31, 2023	7,286,250
Balance at Dec. 31, 2022	$ 729		(3,905,257)	(3,904,528)
Balance, shares at Dec. 31, 2022	7,286,250
Net (loss) income				(581,439)
Balance at Jun. 30, 2023	$ 729		(9,728,632)	(9,727,903)
Balance, shares at Jun. 30, 2023	7,286,250
Balance at Mar. 31, 2023	$ 729		(7,872,762)	(7,872,033)
Balance, shares at Mar. 31, 2023	7,286,250
Remeasurement of common stock subject to possible redemption			(1,664,721)	(1,664,721)
Net (loss) income			(191,149)	(191,149)
Balance at Jun. 30, 2023	$ 729		$ (9,728,632)	$ (9,727,903)
Balance, shares at Jun. 30, 2023	7,286,250

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) income	$ (581,439)	$ 114,534
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on cash and investments held in the trust account	(3,004,199)	(375,492)
Change in fair value of warrant liabilities	(16,942)	(303,047)
Changes in current assets and current liabilities:
Prepaid expenses and other current assets	28,315	164,868
Accounts payable and accrued expenses	1,942,762	(244,131)
Income taxes payable	610,580
Net cash used in operating activities	(1,020,923)	(643,268)
Cash Flows from Investing Activities:
Principal deposited in Trust Account	(1,293,750)
Cash withdrawn from Trust Account to pay franchise and income taxes	946,244
Cash withdrawn from Trust Account for redemption of common shares	165,489,173
Net cash provided by investing activities	165,141,667
Cash Flows from Financing Activities:
Redemption of common shares	(165,489,173)
Proceeds from sponsor loans issued under the Expense Advancement Agreement	993,105	637,000
Advances from Sponsor	372,895	2,557
Repayment of advances from Sponsor	(5,000)
Net cash (used in) provided by financing activities	(164,128,173)	639,557
Net Change in Cash	(7,429)	(3,711)
Cash – Beginning	10,987	7,708
Cash – Ending	3,468	3,997
Supplemental Disclosure of Non-cash Financing Activities:
Remeasurement of common shares subject to redemption	3,587,044	122,877
Excise tax payable attributable to redemption of common stock	$ 1,654,892

Organization, Business Operatio

Organization, Business Operations and Going Concern	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Operations and Going Concern	Note 1 — Organization, Business Operations and Going Concern Organization and General Goal Acquisitions Corp. (the “Company”) was incorporated in Delaware on October 26, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that service the sports industry. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not yet commenced any operations. All activity from October 26, 2020 (inception) through June 30, 2023, relates to the Company’s formation and the initial public offering (“IPO”) described below, and, since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on marketable securities held in the trust account and will recognize changes in the fair value of warrant liabilities as other income (expense). Financing The registration statement for the Company’s IPO was declared effective on February 10, 2021 (the “Effective Date”). On February 16, 2021, the Company consummated the IPO of 22,500,000 10.00 225,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 600,000 10.00 6,000,000 The Company granted the underwriters in the IPO a 45-day option to purchase up to 3,375,000 3,375,000 10.00 33,750,000 67,500 675,000 Transaction costs amounted to $ 5,695,720 5,175,000 520,720 Trust Account Following the closing of the IPO on February 16, 2021 and the underwriters’ full exercise of the over-allotment option on February 24, 2021, $ 258,750,000 10.00 Initial Business Combination The Company will provide holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 On February 7, 2023, the Company’s stockholders approved an amendment to the Investment Management Trust Agreement, dated February 10, 2021 (the “Investment Management Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to change the date on which Continental must commence liquidation of the amount on deposit in the trust account (the “Trust Account”) established in connection with the Company’s IPO from February 16, 2023 to March 18, 2023, subject to extension by the board of directors for up to five additional thirty-day periods (the latest of which such date (August 15, 2023 if the board of directors exercises all five extensions). The Board exercised all five additional thirty-day extensions. In addition, on July 27, 2023, the Company called a special meeting of stockholders to be held on August 14, 2023, at which meeting the Company’s stockholder will be asked to vote on a proposal to approve another amendment to the Investment Management Trust Agreement to change the date on which Continental must commence liquidation of the Trust Account to August 17, 2023, subject to extension by the board of directors on a day-by-day basis for a maximum of ninety days (the latest of which such date (November 15, 2023 if the board of directors exercises all potential extensions) is referred to as the “New Termination Date”. If the Company’s stockholders do not approve this amendment to the Investment Management Trust Agreement at the August 14, 2023 stockholder meeting, Continental must commence liquidation of the Trust Account on August 15, 2023. As of the date of this Quarterly Report on Form 10-Q, six payments of $ 258,750 ‌ On February 7, 2023, the Company’s stockholders also approved an amendment (the “Charter Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to (i) extend the initial period of time by which the Company has to consummate an initial business combination through August 15, 2023 and (ii) make other related administrative and technical changes in the Charter, in each case, pursuant to an amendment in the form set forth in Annex A of the proxy statement the Company filed with the SEC on January 9, 2023. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on February 8, 2023. At the August 14, 2023 stockholder meeting, the Company’s stockholders will be asked to approved an amendment (the “Second Charter Amendment”) to the Charter to (i) extend the initial period of time by which the Company has to consummate an initial business combination to the New Termination Date and (ii) make other related administrative and technical changes in the Charter, in each case, pursuant to an amendment in the form set forth in Annex A of the proxy statement the Company filed with the SEC on July 27, 2023. In connection with the Company’s stockholders’ approval and implementation of the Charter Amendment, the holders of 16,328,643 shares of the Company’s common stock exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.13 per share, for an aggregate redemption amount of approximately $ 165,489,173 . Following such redemptions, 9,546,357 Public Shares remain outstanding. In connection with the August 14, 2023 stockholders meeting to vote on approval of the Second Charter Amendment, holders of Public Shares may elect to have such Public Shares redeemed by the Company. Assuming that the board of directors determines that there are sufficient assets legally available to effect the redemption, and the proposals submitted to the Company’s stockholders at the August 14, 2023 stockholder meeting are approved, we estimate that the per-share pro rata portion of the Trust Account to be used to redeem the Public Shares for which a redemption election has been made will be approximately $ 10.48 100,083,482 10.46 0.02 The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company The Sponsor and the Company’s officers and directors have agreed (a) to waive redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Charter (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination and certain amendments to the Charter or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Assuming the proposals submitted to the Company’s stockholders at the August 14, 2023 stockholder meeting are approved, the Company will have until the New Termination Date to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve any further amendment to the Charter to further extend this date, (or if the proposals submitted to the Company’s stockholders at the August 14, 2023 stockholder meeting are not approved), 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period The holders of the Founder Shares have agreed to waive liquidation distributions with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquired Public Shares in or after the IPO, such Public Shares would be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($ 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 (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) 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 of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor 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 Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (with the exception of its independent registered public accountant), 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. Amended and Restated Business Combination Agreement and Merger Agreement On February 8, 2023, the Company entered into an Amended and Restated Business Combination Agreement (the “Amended and Restated Business Combination Agreement”) with Goal Acquisitions Nevada Corp., a Nevada corporation (“Goal Nevada”), Digital Virgo Group, a French corporation ( société par actions simplifiée Concurrently with the execution of the Amended and Restated Business Combination Agreement, the Company and Goal Nevada entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company will, prior to the Closing (as defined in the Merger Agreement), reincorporate as a Nevada corporation by merging with and into Goal Nevada, a newly-formed wholly-owned subsidiary of the Company, with Goal Nevada surviving the merger (the “Reincorporation Merger”). Pursuant to the Amended and Restated Business Combination Agreement and after the consummation of the Reincorporation Merger, Digital Virgo will acquire all of the outstanding shares of Goal Nevada whereby the outstanding shares of Goal Nevada will be exchanged for shares of Digital Virgo by means of a statutory share exchange under Nevada law (the “Exchange”). The Amended and Restated Business Combination Agreement and the Exchange, as well as the Merger Agreement and the Reincorporation Merger, were approved by the board of directors of the Company. The Amended and Restated Business Combination Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the transactions contemplated by the Amended and Restated Business Combination Agreement is subject to certain conditions as further described therein. The Merger Agreement contains customary representations, warranties and covenants of the parties thereto. The consummation of the proposed Merger is subject to certain conditions as further described in the Merger Agreement. The Reincorporation Merger and the Exchange Subject to, and in accordance with, the terms and conditions of the Merger Agreement, the Company will, prior to the Closing, reincorporate as a Nevada corporation by merging with and into Goal Nevada, a newly-formed wholly-owned subsidiary of the Company, with Goal Nevada surviving the merger. Each unit of the Company (which is comprised of one share of common stock of the Company and one warrant to purchase one share of common stock of the Company), share of common stock of the Company and warrant to purchase shares of common stock of the Company issued and outstanding immediately prior to the effective time of the Reincorporation Merger will be converted, respectively, into units of Goal Nevada, shares of common stock of Goal Nevada and warrants to purchase shares of common stock of Goal Nevada (respectively, “Goal Nevada Units,” “Goal Nevada Shares” and “Goal Nevada Warrants”) on a one-for-one basis, which will have substantially identical rights, preferences and privileges as the units sold in the Company’s IPO and simultaneous private placement, the Company’s common stock, par value $ 0.0001 Pursuant to the Amended and Restated Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, Digital Virgo will effect a series of related transactions, in each case, upon the terms and subject to the conditions set forth in the Amended and Restated Business Combination Agreement, including the following: ● Prior to the Closing, Digital Virgo will convert into a French public limited company ( société anonyme ● After the conversion into a French public limited company ( société anonyme 125,000,000 ● Immediately after the PIPE Investment, Digital Virgo will (i) effect a reverse share split of all of its existing shares pursuant to a conversion parity which is expected to be 10 to 26, including the shares purchased by the PIPE Investors in the PIPE Investment, (ii) change the par value of all such existing shares from €0.10 to €0.26 and (iii) rename all such existing shares to Class A ordinary shares (the “Digital Virgo Class A Ordinary Shares”) (together, the “Reverse Share Split”). Immediately after the completion of the Reverse Share Split, the Digital Virgo Class A Ordinary Shares held by IODA S.A., the controlling shareholder of Digital Virgo, will be converted into Class B preferred shares, par value €0.26 per share of Digital Virgo (the “Digital Virgo Class B Shares”), on a one-for-one basis, with such shares having identical rights to the Digital Virgo Class A Ordinary Shares except that the Digital Virgo Class B Shares will have two votes for each share Subject to, and in accordance with, the terms and conditions of the Amended and Restated Business Combination Agreement, at the Closing, (i) Digital Virgo will acquire all of the issued outstanding Goal Nevada Shares pursuant to articles of exchange filed with the Nevada Secretary of State in accordance with the Nevada Revised Statutes, whereby each issued and outstanding Goal Nevada Share will be exchanged for one Digital Virgo Class A Ordinary Share by means of the Exchange and (ii) each Goal Nevada Warrant will be automatically exchanged for one warrant issued by Digital Virgo that will be exercisable for one Digital Virgo Class A Ordinary Share. All outstanding Goal Nevada Units will be separated into their underlying securities immediately prior to the Exchange. In addition, at the Closing, (i) 5,000,000 0.26 1,293,750 0.26 60,000,000 2,500,000 15.00 2,500,000 The Sponsor has agreed to forfeit 646,875 As more fully described in the proxy statement the Company filed with the SEC on July 27, 2023, the Company has received two notices from Digital Virgo purporting to unilaterally terminate the Amended and restated Business Combination Agreement pursuant to Section 8.03(d) of the Amended and Restated Business Combination Agreement. Since receipt of that correspondence, the Company and Digital Virgo have communicated repeatedly and extensively about these matters with a view towards resolving their differences and moving forward with the transaction in a positive and expeditious manner. As of the date of this Quarterly Report on Form 10-Q, the Company and Digital Virgo are continuing these negotiations which the Company hopes will lead towards a completed transaction. Other Agreements The Amended and Restated Business Combination Agreement contemplates the execution of various additional agreements and instruments, including, among others, an Amended and Restated Sponsor Support Agreement, Amended and Restated Investor Rights Agreement, and Amended and Restated Initial Shareholders Forfeiture Agreement. Liquidity, Capital Resources and Going Concern As of June 30, 2023, the Company had $ 3,468 8,371,678 In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or its affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes a Business Combination, the Company will repay such loaned amounts. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $ 1,500,000 10.00 The Company will need to raise additional capital through loans or additional investments from the Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and the Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 15, 2023, as the Board of Directors approved all five 30-day extensions to consummate a business combination. In addition, on July 27, 2023, the Company called a special meeting of stockholders to be held on August 14, 2023, at which meeting the Company’s stockholder will be asked to vote on a proposal to approve another amendment to the Investment Management Trust Agreement to change the date on which Continental must commence liquidation of the Trust Account to the New Termination Date. It is uncertain that the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date and an extension of the period of time the Company has to complete a business combination has not been approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company has determined that the Company’s insufficient capital and mandatory liquidation, should a business combination not occur, and an extension not approved by the stockholders of the Company, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these unaudited condensed financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 15, 2023. The Company intends to continue to complete a business combination, including the transactions contemplated by the Amended and Restated Business Combination Agreement (the “Transaction”), before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the date that these unaudited condensed financial statements were issued. The Company’s unaudited condensed 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 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Under the current rules and regulations of the SEC the Company is not deemed an investment company for purposes of the Investment Company Act of 1940 (the “Investment Company Act”); however, on March 30, 2022, the SEC proposed new rules (the “Proposed Rules”) relating, among other matters, to the circumstances in which SPACs such as us could potentially be subject to the Investment Company Act and the regulations thereunder. The Proposed Rules provide a safe harbor for companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the Proposed Rules would require a company to file a Current Report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement for its initial public offering. The company would then be required to complete its initial business combination no later than 24 months after the effective date of such registration statement. There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, which includes the Company like ours. The Company did not enter into a definitive business combination agreement within 18 months after the effective date of our registration statement relating to our IPO and there is a risk that we may not complete our initial business combination within 24 months of such date. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company. If the Company is deemed to be an investment company for purposes of the Investment Company Act, the Company may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. If the Company is required to liquidate, the Company’s investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of the Company’s stock and warrants following such a transaction. Currently, the funds in the Company’s Trust account are held only in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. The Investment Company Act defines an investment company as any issuer which (i) is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; (ii) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or (iii) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of Government securities and cash items) on an unconsolidated basis. The longer that the funds in the Company’s Trust account are held in money market funds, there is a greater risk that the Company may be considered an unregistered investment company. In the event the Company is deemed an investment company under the Investment Company Act, whether based upon the Company’s activities, the investment of the Company’s funds, or as a result of the Proposed Rules being adopted by the SEC, the Company may determine that we are required to liquidate the money market funds held in the Company Trust account and may thereafter hold all funds in our trust account in cash until the earlier of consummation of the Company’s business combination or liquidation. As a result, if the Company is to switch all funds to cash, the Company will likely receive minimal interest, if any, on the funds held in the Company’s Trust account after such time, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company. 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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders 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. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, a vote by stockholders to extend the period of time to complete a Business Combination 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 a 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, including the Transaction. On February 7, 2023, the Company’s stockholders elected to redeem 16,328,643 165,489,173 1,654,892 1

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in 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 filed with the SEC on April 18, 2023. 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 Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed 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 no Marketable Securities Held in the Trust Account At June 30, 2023 and December 31, 2022, the Trust Account had $ 100,083,482 262,220,950 1,230,914 165,489,173 1,293,750 Sponsor Loan Conversion Option The Company accounts for its Sponsor Loan Conversion Option (as defined in Note 5) exercisable for promissory notes payable to the Sponsor issued under the Expense Advancement Agreement under ASC 815, Derivatives and Hedging (“ASC 815”). The Sponsor Loan Conversion Option qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock 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, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 9,546,357 25,875,000 The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. Net (Loss) Income Per Common Stock Net (loss) income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted (loss) income per common stock does not consider the effect of the warrants that would be anti-dilutive. The warrants are exercisable to purchase 25,875,000 The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: Schedule of Computation of Basic and Diluted Net Income Per Share Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (108,407 ) $ (82,472 ) $ 149,023 $ 41,964 $ (372,339 ) $ (209,100 ) $ 89,368 $ 25,166 Denominator: Weighted-average shares outstanding 9,546,357 7,286,250 25,875,000 7,286,250 12,974,470 7,286,250 25,875,000 7,286,250 Basic and diluted net (loss) income per common stock $ (0.01 ) $ (0.01 ) $ 0.01 $ 0.01 $ (0.03 ) $ (0.03 ) $ 0.00 $ 0.00 Basic net (loss) income per common stock $ (0.01 ) $ (0.01 ) $ 0.01 $ 0.01 $ (0.03 ) $ (0.03 ) $ 0.00 $ 0.00 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than discussed in Note 8. Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 667,500 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 520.73 11.94 2,095.33 18.45 21 21 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. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3. 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 Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 is not expected to have an impact on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2023
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering The Company sold 22,500,000 10.00 Each Unit consists of one share of common stock and one warrant to purchase one share of common stock (“Public Warrant”) 11.50 On February 16, 2021, an aggregate of $ 10.00 On February 24, 2021, the underwriters of the IPO exercised the over-allotment option in full to purchase 3,375,000 Following the closing of the IPO on February 16, 2021 and the underwriters’ full exercise of over-allotment option on February 24, 2021, $ 258,750,000 As of June 30, 2023 and December 31, 2022, the common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Schedule of Redeemable Common Stock Shares Amount Common stock subject to possible redemption, January 1, 2022 25,875,000 $ 258,750,000 Plus: Remeasurement of common stock subject to possible redemption carrying value to redemption value — 2,666,732 Common stock subject to possible redemption, December 31, 2022 25,785,000 261,416,732 Plus: Remeasurement of common stock subject to possible redemption carrying value to redemption value — 3,587,044 Less: Redemption of common shares (16,328,643 ) (165,489,173 ) Common stock subject to possible redemption, June 30, 2023 9,546,357 $ 99,514,603

Private Units

Private Units	6 Months Ended
	Jun. 30, 2023
Private Units
Private Units	Note 4 — Private Units Simultaneously with the closing of the IPO on February 16, 2021, the Sponsor purchased an aggregate of 600,000 10.00 6,000,000 On February 24, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 67,500 675,000

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 24, 2020, the Sponsor purchased an aggregate of 5,750,000 25,000 750,000 20 0.125 6,468,750 843,750 843,750 The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until after the completion of a Business Combination. Promissory Note — Related Party Concurrently with the filing of the Company’s registration statement on Form S-1 on January 21, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company was authorized to borrow up to an aggregate principal amount of $ 200,000 300,000 500,000 175,551 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, 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 (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 Sponsor Loans Issued Under Expense Advancement Agreement Effective as of November 4, 2021, upon approval of the Board of Directors, the Company entered into an Expense Advancement Agreement with Goal Acquisitions Sponsor, LLC (the “Funding Party”). Pursuant to the Expense Advancement Agreement, the Funding Party has agreed to advance to the Company from time to time, upon request by the Company, a maximum of $ 1,500,000 2,000,000 As of June 30, 2023 and December 31, 2022, the available balance under the Expense Advancement Agreement was $ 0 493,105 2.00 As of June 30, 2023 and December 31, 2022 the fair value of the Sponsor loans issued was $ 2,000,000 1,006,895 0 0 Advances – Related Party During the six months ended June 30, 2023, the Company repaid the Sponsor $ 5,000 372,895 372,895

Commitments & Contingencies

Commitments & Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 6 — Commitments & Contingencies Registration Rights The holders of the Founder Shares and Representative Shares, which are the 150,000 Business Combination Marketing Agreement In connection with the IPO, the Company engaged EarlyBird as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay EarlyBird a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5 On November 5, 2021 the Company entered into an agreement with EarlyBird together with JMP Securities LLC (“JMP”) and JonesTrading Institutional Services LLC (“JonesTrading”) (together, the “Advisors”) to assist the Company in the possible private placement of equity securities and/or debt securities to provide financing to the Company in connection with a Business Combination. The Company shall pay the Advisors a cash fee (the “Transaction Fee”) equal to the greater of (A) $4,000,000, or (B) 5% of the gross proceeds received from the sale of securities to parties that are not excluded investors as set forth in the agreement. All fees paid to the Advisors hereunder shall be paid 40% to JMP, 30% to JonesTrading, and 30% to EarlyBird. The Transaction Fee shall be paid to the Advisors by withholding such fee from the proceeds received Deferred Legal Fees As of June 30, 2023 and December 31, 2022, the Company has incurred legal costs of $ 4,458,387 2,931,887 Service Provider Agreements From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. On July 6, 2023, the Company entered into an agreement with an advisor for an aggregate fee of $ 1,000,000

Stockholders_ Deficit

Stockholders’ Deficit	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Stockholders’ Deficit	Note 7 — Stockholders’ Deficit Preferred Stock 1,000,000 0.0001 no Common Stock 100,000,000 0.0001 0.125 6,468,750 843,750 843,750 7,286,250 9,546,357 25,875,000 Warrants five years Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder (the “30-day redemption period”); ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends 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 share of common stock underlying such 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. In addition, if (x) the Company issues additional shares of 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 share of 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 their affiliates, without taking into account any Founder Shares held by them 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 the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. 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. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Representative Shares The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders 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 a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Measurement of Financial Assets and Liabilities June 30, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other 2023 (Level 1) (Level 2) (Level 3) Description Assets: Marketable securities held in the trust account $ 100,083,482 $ 100,083,482 $ — $ — Liabilities: Warrant liabilities 17,101 — — 17,101 Sponsor Loan Conversion Option — — — — December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other 2022 (Level 1) (Level 2) (Level 3) Description Assets: Marketable securities held in the trust account $ 262,220,950 $ 262,220,950 $ — $ — Liabilities: Warrant liabilities 34,043 — — 34,043 Sponsor Loan Conversion Option — — — — Warrant Liabilities The Company utilizes a Monte Carlo simulation model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of comparable companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the period ended June 30, 2023. Schedule of Fair Value Input Measurement June 30, December 31, Stock price $ 10.38 $ 10.06 Strike price $ 11.50 $ 11.50 Term (in years) 5.11 5.27 Volatility 6.10 % 9.70 % Risk-free rate 5.45 % 4.75 % Dividend yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: Schedule of Changes in Fair Value of Warrant Liabilities Private Placement Fair value as of December 31, 2021 $ 373,071 Change in valuation inputs or other assumptions (339,028 ) Fair value as of December 31, 2022 $ 34,043 Change in valuation inputs or other assumptions 219 Fair value as of March 31, 2023 $ 34,262 Change in valuation inputs or other assumptions (16,942 ) Fair value as of June 30, 2023 $ 17,101 Sponsor Loan Conversion Option The Company established the fair value for the Sponsor Loan Conversion Option using a Monte-Carlo method model, which is considered to be a Level 3 fair value measurement. The following table provides quantitative information regarding Level 3 fair value measurements for the Sponsor Loan Conversion Option: Schedule of Sponsor Loan Conversion Option June 30, December 31, Stock price $ 10.38 $ 10.06 Strike price of warrants $ 11.50 $ 11.50 Strike price of debt conversion $ 1.50 $ 1.50 Term (in years) 5.11 5.28 Volatility 6.1 % 9.70 % Risk-free rate 5.28 % 3.99 % There was no

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events On July 13, 2023, the Company deposited the sixth and final payment of $ 258,750 The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, other than disclosed within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in 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 filed with the SEC on April 18, 2023. 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 Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed 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 no
Marketable Securities Held in the Trust Account	Marketable Securities Held in the Trust Account At June 30, 2023 and December 31, 2022, the Trust Account had $ 100,083,482 262,220,950 1,230,914 165,489,173 1,293,750
Sponsor Loan Conversion Option	Sponsor Loan Conversion Option The Company accounts for its Sponsor Loan Conversion Option (as defined in Note 5) exercisable for promissory notes payable to the Sponsor issued under the Expense Advancement Agreement under ASC 815, Derivatives and Hedging (“ASC 815”). The Sponsor Loan Conversion Option qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock 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, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 9,546,357 25,875,000 The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit.
Net (Loss) Income Per Common Stock	Net (Loss) Income Per Common Stock Net (loss) income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for each of the periods. The calculation of diluted (loss) income per common stock does not consider the effect of the warrants that would be anti-dilutive. The warrants are exercisable to purchase 25,875,000 The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: Schedule of Computation of Basic and Diluted Net Income Per Share Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (108,407 ) $ (82,472 ) $ 149,023 $ 41,964 $ (372,339 ) $ (209,100 ) $ 89,368 $ 25,166 Denominator: Weighted-average shares outstanding 9,546,357 7,286,250 25,875,000 7,286,250 12,974,470 7,286,250 25,875,000 7,286,250 Basic and diluted net (loss) income per common stock $ (0.01 ) $ (0.01 ) $ 0.01 $ 0.01 $ (0.03 ) $ (0.03 ) $ 0.00 $ 0.00 Basic net (loss) income per common stock $ (0.01 ) $ (0.01 ) $ 0.01 $ 0.01 $ (0.03 ) $ (0.03 ) $ 0.00 $ 0.00
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 ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, other than discussed in Note 8.
Derivative warrant liabilities	Derivative warrant liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 667,500
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 520.73 11.94 2,095.33 18.45 21 21 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. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3. 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 Standards	Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 is not expected to have an impact on the Company’s financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Schedule of Computation of Basic and Diluted Net Income Per Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: Schedule of Computation of Basic and Diluted Net Income Per Share Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (108,407 ) $ (82,472 ) $ 149,023 $ 41,964 $ (372,339 ) $ (209,100 ) $ 89,368 $ 25,166 Denominator: Weighted-average shares outstanding 9,546,357 7,286,250 25,875,000 7,286,250 12,974,470 7,286,250 25,875,000 7,286,250 Basic and diluted net (loss) income per common stock $ (0.01 ) $ (0.01 ) $ 0.01 $ 0.01 $ (0.03 ) $ (0.03 ) $ 0.00 $ 0.00 Basic net (loss) income per common stock $ (0.01 ) $ (0.01 ) $ 0.01 $ 0.01 $ (0.03 ) $ (0.03 ) $ 0.00 $ 0.00

Initial Public Offering (Tables

Initial Public Offering (Tables)	6 Months Ended
	Jun. 30, 2023
Initial Public Offering
Schedule of Redeemable Common Stock	As of June 30, 2023 and December 31, 2022, the common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table: Schedule of Redeemable Common Stock Shares Amount Common stock subject to possible redemption, January 1, 2022 25,875,000 $ 258,750,000 Plus: Remeasurement of common stock subject to possible redemption carrying value to redemption value — 2,666,732 Common stock subject to possible redemption, December 31, 2022 25,785,000 261,416,732 Plus: Remeasurement of common stock subject to possible redemption carrying value to redemption value — 3,587,044 Less: Redemption of common shares (16,328,643 ) (165,489,173 ) Common stock subject to possible redemption, June 30, 2023 9,546,357 $ 99,514,603

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measurement of Financial Assets and Liabilities	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Measurement of Financial Assets and Liabilities June 30, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other 2023 (Level 1) (Level 2) (Level 3) Description Assets: Marketable securities held in the trust account $ 100,083,482 $ 100,083,482 $ — $ — Liabilities: Warrant liabilities 17,101 — — 17,101 Sponsor Loan Conversion Option — — — — December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other 2022 (Level 1) (Level 2) (Level 3) Description Assets: Marketable securities held in the trust account $ 262,220,950 $ 262,220,950 $ — $ — Liabilities: Warrant liabilities 34,043 — — 34,043 Sponsor Loan Conversion Option — — — —
Schedule of Fair Value Input Measurement	The aforementioned warrant liabilities are not subject to qualified hedge accounting. There were no transfers between Levels 1, 2 or 3 during the period ended June 30, 2023. Schedule of Fair Value Input Measurement June 30, December 31, Stock price $ 10.38 $ 10.06 Strike price $ 11.50 $ 11.50 Term (in years) 5.11 5.27 Volatility 6.10 % 9.70 % Risk-free rate 5.45 % 4.75 % Dividend yield 0.00 % 0.00 %
Schedule of Changes in Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Schedule of Changes in Fair Value of Warrant Liabilities Private Placement Fair value as of December 31, 2021 $ 373,071 Change in valuation inputs or other assumptions (339,028 ) Fair value as of December 31, 2022 $ 34,043 Change in valuation inputs or other assumptions 219 Fair value as of March 31, 2023 $ 34,262 Change in valuation inputs or other assumptions (16,942 ) Fair value as of June 30, 2023 $ 17,101
Schedule of Sponsor Loan Conversion Option	The following table provides quantitative information regarding Level 3 fair value measurements for the Sponsor Loan Conversion Option: Schedule of Sponsor Loan Conversion Option June 30, December 31, Stock price $ 10.38 $ 10.06 Strike price of warrants $ 11.50 $ 11.50 Strike price of debt conversion $ 1.50 $ 1.50 Term (in years) 5.11 5.28 Volatility 6.1 % 9.70 % Risk-free rate 5.28 % 3.99 %

Organization, Business Operat_2

Organization, Business Operations and Going Concern (Details Narrative)						6 Months Ended
	Feb. 07, 2023 USD ($) shares	Feb. 24, 2021 USD ($) $ / shares shares	Feb. 16, 2021 USD ($) $ / shares shares	Dec. 16, 2020 shares	Nov. 24, 2020 shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 € / shares	Dec. 31, 2022 $ / shares
Share price | $ / shares						$ 10
Transaction cost						$ 5,695,720
Underwriting discount						5,175,000
Other offering cost						520,720
Issuance initial public offering						1,293,750
Net tangible assets						$ 5,000,001
Common stock par value | $ / shares						$ 0.0001		$ 0.0001
Cash						$ 3,468
Share price | $ / shares						$ 10.38		$ 10.06
Working capital						$ 8,371,678
Working capital loans						1,500,000
Stock Issued During Period, Value, New Issues						165,489,173
Excise tax liability						$ 1,654,892
Digital Virgo [Member] | DV Earnout Shares [Member]
Number of shares issued | shares						2,500,000
Preferred Class C [Member] | Digital Virgo [Member] | DV Earnout Shares [Member]
Number of shares issued | shares						5,000,000
Share price | € / shares							€ 0.26
Number of shares issued						$ 60,000,000
Number of shares issued, shares | shares						2,500,000
Preferred Class C [Member] | Digital Virgo [Member] | Sponsor Earnout Shares [Member]
Number of shares issued | shares						1,293,750
Share price | € / shares							€ 0.26
Amended and Restated Certificate of Incorporation [Member]
Business combination description						Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company
Stockholders [Member] | August 7, 2023 [Member]
Temporary Equity, Redemption Price Per Share | $ / shares						$ 0.02
PIPE Investors [Member]
Cash						$ 125,000,000
PIPE Investors [Member] | Common Class A [Member]
Business combination description						(i) effect a reverse share split of all of its existing shares pursuant to a conversion parity which is expected to be 10 to 26, including the shares purchased by the PIPE Investors in the PIPE Investment, (ii) change the par value of all such existing shares from €0.10 to €0.26 and (iii) rename all such existing shares to Class A ordinary shares (the “Digital Virgo Class A Ordinary Shares”) (together, the “Reverse Share Split”). Immediately after the completion of the Reverse Share Split, the Digital Virgo Class A Ordinary Shares held by IODA S.A., the controlling shareholder of Digital Virgo, will be converted into Class B preferred shares, par value €0.26 per share of Digital Virgo (the “Digital Virgo Class B Shares”), on a one-for-one basis, with such shares having identical rights to the Digital Virgo Class A Ordinary Shares except that the Digital Virgo Class B Shares will have two votes for each share
Sponsor [Member]
Number of shares issued | shares				6,468,750
Common stock shares subject to forfeiture | shares				843,750	750,000	646,875
Common Stock [Member]
Temporary Equity, Shares Outstanding | shares						9,546,357
Common Stock [Member] | August 7, 2023 [Member]
Temporary Equity, Redemption Price Per Share | $ / shares						$ 10.46
Common Stock [Member] | Stockholders [Member]
Stock Redeemed or Called During Period, Shares | shares	16,328,643					16,328,643
Temporary Equity, Redemption Price Per Share | $ / shares						$ 10.13
Stock Redeemed or Called During Period, Value						$ 165,489,173
Stock Issued During Period, Value, New Issues	$ 165,489,173
Redemption percentage						1%
Trust Account [Member]
Issuance initial public offering	$ 258,750
Trust Account [Member] | Stockholders [Member]
Temporary Equity, Redemption Price Per Share | $ / shares						$ 10.48
Stock Redeemed or Called During Period, Value						$ 100,083,482
Trust Account [Member] | Holder [Member]
Business combination description						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 (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay the Company’s tax obligation and up to $100,000 for liquidation expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (even if such waiver is deemed to be unenforceable) 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 of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor 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 Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (with the exception of its independent registered public accountant), 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.
Maximum [Member] | Preferred Class C [Member] | Digital Virgo [Member] | DV Earnout Shares [Member]
Share price | $ / shares						$ 15
IPO [Member]
Number of shares issued | shares			22,500,000
Share price | $ / shares		$ 10	$ 10			$ 10
Issuance initial public offering		$ 258,750,000	$ 225,000,000
IPO [Member] | Amended and Restated Certificate of Incorporation [Member]
Business combination description						Assuming the proposals submitted to the Company’s stockholders at the August 14, 2023 stockholder meeting are approved, the Company will have until the New Termination Date to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period and stockholders do not approve any further amendment to the Charter to further extend this date, (or if the proposals submitted to the Company’s stockholders at the August 14, 2023 stockholder meeting are not approved), 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 the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period
Private Placement [Member]
Number of shares issued | shares		67,500				600,000
Share price | $ / shares						$ 10
Gross proceeds from issuance of private placement		$ 675,000				$ 6,000,000
Over-Allotment Option [Member]
Share price | $ / shares		$ 10
Options exercised | shares		3,375,000
Gross proceeds from options		$ 33,750,000
Over-Allotment Option [Member] | Maximum [Member]
Options granted | shares						3,375,000

Schedule of Computation of Basi

Schedule of Computation of Basic and Diluted Net Income Per Share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Allocation of net (loss) income	$ (191,149)	$ (390,290)	$ 190,987	$ (76,453)	$ (581,439)	$ 114,534
Weighted-average shares outstanding	7,286,250		7,286,250		7,286,250	7,286,250
Basic net (loss) income per common stock	$ (0.01)		$ 0.01		$ (0.03)	$ 0
Diluted net (loss) income per common stock	$ (0.01)		$ 0.01		$ (0.03)	$ 0
Common Stock Subject To Redemption [Member]
Allocation of net (loss) income	$ (108,407)		$ 149,023		$ (372,339)	$ 89,368
Weighted-average shares outstanding	9,546,357		25,875,000		12,974,470	25,875,000
Basic net (loss) income per common stock	$ (0.01)		$ 0.01		$ (0.03)	$ 0
Diluted net (loss) income per common stock	$ (0.01)		$ 0.01		$ (0.03)	$ 0
Common Stock Not Subject To Redemption [Member]
Allocation of net (loss) income	$ (82,472)		$ 41,964		$ (209,100)	$ 25,166
Weighted-average shares outstanding	7,286,250		7,286,250		7,286,250	7,286,250
Basic net (loss) income per common stock	$ (0.01)		$ 0.01		$ (0.03)	$ 0
Diluted net (loss) income per common stock	$ (0.01)		$ 0.01		$ (0.03)	$ 0

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Cash equivalents	$ 0		$ 0		$ 0
Assets held in trust account	100,083,482		100,083,482		$ 262,220,950
Interest income from the trust account			1,230,914
Redemptions			165,489,173
Payment for deposists			1,293,750
Cash, FDIC insured amount	$ 250,000		$ 250,000
Common stock subject to possible redemption, shares	9,546,357		9,546,357		25,875,000
Income tax effective rate	520.73%	11.94%	2,095.33%	18.45%
Statutory tax rate	21%	21%	21%	21%
Warrant [Member]
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Anti dilutive shares			25,875,000
Sale of private units, net of initial fair value of private warrants, shares			667,500
Common Stock Subject to Mandatory Redemption [Member]
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items]
Common stock subject to possible redemption, shares	9,546,357		9,546,357		25,875,000

Schedule of Redeemable Common S

Schedule of Redeemable Common Stock (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Redemption of common shares	$ (165,489,173)
Common Class A [Member]
Common stock subject shares to possible redemption, beginning balance	25,785,000	25,875,000
Common stock subject to possible redemption, beginning balance	$ 261,416,732	$ 258,750,000
Remeasurement of common stock subject to possible redemption carrying value to redemption value	$ 3,587,044	$ 2,666,732
Redemption of common shares	(16,328,643)
Redemption of common shares	$ (165,489,173)
Common stock subject shares to possible redemption, ending balance	9,546,357	25,785,000
Common stock subject to possible redemption, ending balance	$ 99,514,603	$ 261,416,732

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	Feb. 24, 2021	Feb. 16, 2021	Jun. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share			$ 10
Holder [Member] | Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants exercise price		$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock units		22,500,000
Sale of stock price per share		$ 10
Stock unit description		Each Unit consists of one share of common stock and one warrant to purchase one share of common stock (“Public Warrant”)
Shares issued price per share	$ 10	$ 10	$ 10
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued price per share	$ 10
Stock issued stock options exercised	3,375,000
Common stock held in trust	$ 258,750,000
Over-Allotment Option [Member] | Underwriters [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued stock options exercised	3,375,000

Private Units (Details Narrativ

Private Units (Details Narrative) - Sponsor [Member] - USD ($)	Feb. 24, 2021	Feb. 16, 2021
Private Placement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Sale of stock shares		600,000
Sale of stock, per share		$ 10
Sale of stock, value		$ 6,000,000
Over-Allotment Option [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Sale of stock shares	67,500
Sale of stock, value	$ 675,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)						6 Months Ended
	Apr. 28, 2023	Nov. 04, 2021	Feb. 24, 2021	Dec. 16, 2020	Nov. 24, 2020	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Aug. 31, 2021	May 31, 2021	Jan. 21, 2021
Related Party Transaction [Line Items]
Aggregate price of issued shares						$ 165,489,173
Stock dividend per share				$ 0.125
Increase in maximum funding allowable	$ 2,000,000	$ 1,500,000
Share Price						$ 10.38		$ 10.06
Fair value of sponsor loan conversion option						$ 0
Repaid sponsor amount						5,000
Advancement Agreement [Member]
Related Party Transaction [Line Items]
Repaid sponsor amount						5,000
Advance Agreement [Member]
Related Party Transaction [Line Items]
Notes payable						$ 0		$ 493,105
Share Price						$ 2
Fair value of sponsor loan conversion option						$ 0		0
Related Party [Member]
Related Party Transaction [Line Items]
Other liabilities, current						372,895		5,000
Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face amount											$ 200,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Increase in maximum funding allowable						$ 1,500,000
Debt conversion price per share						$ 10
Sponsor [Member]
Related Party Transaction [Line Items]
Number of stock issued				6,468,750
Common stock shares subject to forfeiture				843,750	750,000	646,875
Stock dividend per share				$ 0.125
Sponsor [Member] | Advance Agreement [Member]
Related Party Transaction [Line Items]
Sponsor loans						$ 2,000,000		$ 1,006,895
Sponsor [Member] | Promissory Note [Member] | Advancement Agreement [Member]
Related Party Transaction [Line Items]
Notes payable		$ 175,551
Sponsor [Member] | Promissory Note [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Debt instrument face amount									$ 500,000	$ 300,000
Underwriters [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock shares subject to forfeiture			843,750
Founder Shares [Member]
Related Party Transaction [Line Items]
Number of stock issued					5,750,000
Aggregate price of issued shares					$ 25,000
Stokck issued and outstanding percentage					20%

Commitments & Contingencies (De

Commitments & Contingencies (Details Narrative) - USD ($)			6 Months Ended	12 Months Ended
	Jul. 06, 2023	Nov. 05, 2021	Jun. 30, 2023	Dec. 31, 2022
Business combination marketing agreement description		The Company shall pay the Advisors a cash fee (the “Transaction Fee”) equal to the greater of (A) $4,000,000, or (B) 5% of the gross proceeds received from the sale of securities to parties that are not excluded investors as set forth in the agreement. All fees paid to the Advisors hereunder shall be paid 40% to JMP, 30% to JonesTrading, and 30% to EarlyBird. The Transaction Fee shall be paid to the Advisors by withholding such fee from the proceeds received
Legal costs	$ 1,000,000		$ 4,458,387	$ 2,931,887
Early Bird Capital Inc [Member]
Shares issued			150,000
Gross proceeds percentage			3.50%

Stockholders_ Deficit (Details

Stockholders’ Deficit (Details Narrative) - $ / shares				6 Months Ended
	Feb. 24, 2021	Dec. 16, 2020	Nov. 24, 2020	Jun. 30, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Preferred stock, shares issued				0	0
Preferred stock, shares outstanding				0	0
Common stock shares authorized				100,000,000	100,000,000
Common stock, par value				$ 0.0001	$ 0.0001
Common stock dividends per share declared		$ 0.125
Common stock, shares issued				7,286,250	7,286,250
Common stock, shares outstanding				7,286,250	7,286,250
Common stock subject to possible redemption shares				9,546,357	25,875,000
Warrants expire term				5 years
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant per share				$ 0.01
Warrant exercisable description				if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders
Public Warrants [Member] | Warrant Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant exercisable description				In addition, if (x) the Company issues additional shares of 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 share of 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 their affiliates, without taking into account any Founder Shares held by them 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 the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates 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) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock dividends per share declared		$ 0.125
Stock issued during period shares new issues		6,468,750
Number of shares common stock subject to repurchase or cancellation		843,750	750,000	646,875
Underwriters [Member] | Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares common stock subject to repurchase or cancellation	843,750

Schedule of Fair Value Measurem

Schedule of Fair Value Measurement of Financial Assets and Liabilities (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	$ 100,083,482	$ 262,220,950
Warrant liabilities	17,101	34,043
Sponsor loans conversion option
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account	100,083,482	262,220,950
Warrant liabilities
Sponsor loans conversion option
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account
Warrant liabilities
Sponsor loans conversion option
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in Trust Account
Warrant liabilities	17,101	34,043
Sponsor loans conversion option

Schedule of Fair Value Input Me

Schedule of Fair Value Input Measurement (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 10.38	$ 10.06
Strike price	11.50	11.50
Private Placement [Member] | Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	10.38	10.06
Strike price	$ 11.50	$ 11.50
Private Placement [Member] | Warrant [Member] | Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input term	5 years 1 month 9 days	5 years 3 months 7 days
Private Placement [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input percentage	6.10	9.70
Private Placement [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input percentage	5.45	4.75
Private Placement [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input percentage	0	0

Schedule of Changes in Fair Val

Schedule of Changes in Fair Value of Warrant Liabilities (Details) - Private Placement [Member] - Warrant [Member] - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Fair value beginning balance	$ 34,262	$ 34,043	$ 373,071
Change in valuation inputs or other assumptions	(16,942)	219	(339,028)
Fair value ending balance	$ 17,101	$ 34,262	$ 34,043

Schedule of Sponsor Loan Conver

Schedule of Sponsor Loan Conversion Option (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 10.38	$ 10.06
Strike price of warrants	11.50	11.50
Strike price of debt conversion	$ 1.50	$ 1.50
Measurement Input, Expected Term [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input term	5 years 1 month 9 days	5 years 3 months 10 days
Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input percentage	6.1	9.70
Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value liabilities measurement input percentage	5.28	3.99

Fair Value Measurements (Detail

Fair Value Measurements (Details Narrative)	Jun. 30, 2023 USD ($)
Fair Value Disclosures [Abstract]
Fair value of sponsor loan conversion option	$ 0

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)			6 Months Ended
	Aug. 11, 2023	Feb. 07, 2023	Jun. 30, 2023
Subsequent Event [Line Items]
Payment for deposists			$ 1,293,750
Trust Account [Member]
Subsequent Event [Line Items]
Payment for deposists		$ 258,750
Subsequent Event [Member] | Trust Account [Member]
Subsequent Event [Line Items]
Payment for deposists	$ 258,750