Industrial Tech Acquisitions II (ITAQ) S-4/A 18 Oct 23 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	6 Months Ended
	Jun. 30, 2023
Document Information Line Items
Entity Registrant Name	Industrial Tech Acquisitions II, Inc.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
Entity Central Index Key	0001841586
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2023		Dec. 31, 2022		Dec. 31, 2021
Current assets:
Cash	$ 475,262	[1]	$ 451,473	[1]	$ 19,542
Prepaid expenses	144,925		214,808
Total current assets	620,187		666,281		19,542
Investments held in Trust Account	14,499,588		178,487,410
Deferred offering costs					214,767
Total assets	15,119,775		179,153,691		234,309
Liability, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit
Accrued offering costs and expenses	570,816		409,415		85,682
Accounts payable	2,665		58,629
Promissory note – related party	50,000				127,385
Excise tax payable	1,651,374
Deferred tax liability	12,594		119,625
Income taxes payable	469,360		371,372
Total current liabilities	2,756,809		959,041		213,067
Warrant liability	535,384		663,541
Deferred underwriting commissions	6,900,000		6,900,000
Total liabilities	10,192,193		8,522,582		213,067
Commitments and Contingencies
Stockholders’ Deficit:
Preferred stock, value
Additional paid-in capital					24,569
Accumulated deficit	(9,673,872)		(7,164,048)		(3,758)
Total stockholders’ deficit	(9,673,441)		(7,163,617)		21,242
Total Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit	15,119,775		179,153,691		234,309
Class A Common Stock
Liability, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit
Common stock subject to possible redemption	14,601,023		177,794,726
Stockholders’ Deficit:
Common stock, value
Class B Common Stock
Stockholders’ Deficit:
Common stock, value	$ 431		$ 431		$ 431
[1]As of June 30, 2023, $101,435 of the $475,262 cash balance is classified as restricted cash to be utilized for tax payments only.

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares authorized	100,000,000	100,000,000	100,000,000
Common stock subject to possible redemption, shares issued	1,348,887	17,250,000
Common stock subject to possible redemption, shares outstanding	1,348,887	17,250,000
Common stock subject to possible redemption, redemption value (in Dollars per share)	$ 10.82	$ 10.31	$ 10.31
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, share authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, share authorized	10,000,000	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500	4,312,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Operating and formation costs	$ 380,367	$ 363,006	$ 949,261	$ 856,662	$ 3,768	$ 1,548,829
Loss from operations	(380,367)	(363,006)	(949,261)	(856,662)	(3,768)	(1,548,829)
Other income (expense):
Interest earned on investments held in Trust Account	496,612	248,468	2,389,034	249,501		2,537,410
Interest income on bank account	5,564	279	8,254	508	10	2,354
Change in fair value of warrant liabilities	(52,043)	802,328	128,157	3,850,424		4,420,646
Offering costs allocated to warrants				(27,670)		(27,670)
Other income, net	450,133	1,051,075	2,525,445	4,072,763	10	6,932,740
Income before provision for income taxes	69,766	688,069	1,576,184	3,216,101	(3,758)	5,383,911
Provision for income taxes	(103,483)	(31,408)	(490,957)	(31,408)		(490,997)
Net (loss) income	$ (33,717)	$ 656,661	$ 1,085,227	$ 3,184,693	$ (3,758)	$ 4,892,914
Class A Common Stock
Other income (expense):
Basic weighted average shares outstanding (in Shares)	3,096,262	17,250,000	10,134,032	16,011,050		16,635,616
Basic net (loss) income per share (in Dollars per share)	$ 0	$ 0.03	$ 0.08	$ 0.16		$ 0.23
Class B Common Stock
Other income (expense):
Basic weighted average shares outstanding (in Shares)	4,312,500	4,312,500	4,312,500	4,312,500	3,750,000	4,312,500
Basic net (loss) income per share (in Dollars per share)	$ 0	$ 0.03	$ 0.08	$ 0.16		$ 0.24

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Class A Common Stock
Diluted weighted average shares outstanding	3,096,262	17,250,000	10,134,032	16,011,050		16,635,616
Diluted net (loss) income per share	$ 0	$ 0.03	$ 0.08	$ 0.16		$ 0.23
Class B Common Stock
Diluted weighted average shares outstanding	4,312,500	4,312,500	4,312,500	4,312,500	3,750,000	4,312,500
Diluted net (loss) income per share	$ 0	$ 0.03	$ 0.08	$ 0.16		$ 0.24

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit - USD ($)	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 03, 2021
Balance (in Shares) at Jan. 03, 2021
Class B common stock issued to Sponsor for cash	$ 431	24,569		25,000
Class B common stock issued to Sponsor for cash (in Shares)	4,312,500
Net income (loss)			(3,758)	(3,758)
Balance at Dec. 31, 2021	$ 431	24,569	(3,758)	21,242
Balance (in Shares) at Dec. 31, 2021	4,312,500
Cash received in excess of fair value of private placement warrants		2,953,313		2,953,313
Proceeds allocated to public warrants net of offering costs		5,022,335		5,022,335
Accretion of shares subject to redemption		(8,000,217)	(10,208,478)	(18,208,695)
Net income (loss)			2,528,032	2,528,032
Balance at Mar. 31, 2022	$ 431		(7,684,204)	(7,683,773)
Balance (in Shares) at Mar. 31, 2022	4,312,500
Balance at Dec. 31, 2021	$ 431	24,569	(3,758)	21,242
Balance (in Shares) at Dec. 31, 2021	4,312,500
Net income (loss)				3,184,693
Balance at Jun. 30, 2022	$ 431		(7,143,999)	(7,143,568)
Balance (in Shares) at Jun. 30, 2022	4,312,500
Balance at Dec. 31, 2021	$ 431	24,569	(3,758)	21,242
Balance (in Shares) at Dec. 31, 2021	4,312,500
Cash received in excess of fair value of private placement warrants		2,953,313		2,953,313
Proceeds allocated to public warrants net of offering costs		5,022,335		5,022,335
Net income (loss)			4,892,914	4,892,914
Remeasurement of shares subject to redemption		(8,000,217)	(12,053,204)	(20,053,421)
Balance at Dec. 31, 2022	$ 431		(7,164,048)	(7,163,617)
Balance (in Shares) at Dec. 31, 2022	4,312,500
Balance at Mar. 31, 2022	$ 431		(7,684,204)	(7,683,773)
Balance (in Shares) at Mar. 31, 2022	4,312,500
Net income (loss)			656,661	656,661
Remeasurement of shares subject to redemption			(116,456)	(116,456)
Balance at Jun. 30, 2022	$ 431		(7,143,999)	(7,143,568)
Balance (in Shares) at Jun. 30, 2022	4,312,500
Balance at Dec. 31, 2022	$ 431		(7,164,048)	(7,163,617)
Balance (in Shares) at Dec. 31, 2022	4,312,500
Net income (loss)			1,118,944	1,118,944
Remeasurement of shares subject to redemption			(1,454,948)	(1,454,948)
Balance at Mar. 31, 2023	$ 431		(7,500,052)	(7,499,621)
Balance (in Shares) at Mar. 31, 2023	4,312,500
Balance at Dec. 31, 2022	$ 431		(7,164,048)	(7,163,617)
Balance (in Shares) at Dec. 31, 2022	4,312,500
Net income (loss)				1,085,227
Balance at Jun. 30, 2023	$ 431		(9,673,872)	(9,673,441)
Balance (in Shares) at Jun. 30, 2023	4,312,500
Balance at Mar. 31, 2023	$ 431		(7,500,052)	(7,499,621)
Balance (in Shares) at Mar. 31, 2023	4,312,500
Excise tax			(1,651,374)	(1,651,374)
Net income (loss)			(33,717)	(33,717)
Remeasurement of shares subject to redemption			(488,729)	(488,729)
Balance at Jun. 30, 2023	$ 431		$ (9,673,872)	$ (9,673,441)
Balance (in Shares) at Jun. 30, 2023	4,312,500

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 1,085,227	$ 3,184,693	$ 4,892,914	$ (3,758)
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities	(128,157)	(3,850,424)	(4,420,646)
Interest earned on investments held in Trust Account	(2,389,034)	(249,501)	(2,537,410)
Deferred tax benefit	(107,031)		119,625
Offering costs allocated to warrants		27,670	27,670
Changes in operating assets and liabilities:
Prepaid expenses	69,883	(352,699)	(214,808)
Accrued expenses	161,401	84,318	323,733	1,637
Accounts payable	(55,964)	39,833	58,629
Income taxes payable	97,988	31,408	371,372
Net cash used in operating activities	(1,265,687)	(1,084,702)	(1,378,921)	(2,121)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(105,000)	(175,950,000)	(175,950,000)
Cash withdrawn from Trust Account in connection with redemptions	165,137,380
Cash withdrawn from Trust Account to pay taxes	1,344,476
Net cash provided by (used in) investing activities	166,376,856	(175,950,000)	(175,950,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor				25,000
Proceeds from sale of Units, net of underwriting discounts paid		170,085,000	170,085,000
Proceeds from sale of private placement warrants		8,037,500	8,037,500
Proceeds from promissory note – related party	50,000			129,000
Repayment of promissory note – related party		(127,385)	(127,385)	(1,615)
Payment of offering costs		(234,263)	(234,263)	(130,722)
Payments for redemption of common stock	(165,137,380)
Net cash (used in) provided by financing activities	(165,087,380)	177,760,852	177,760,852	21,663
Net Change in Cash	23,789	726,150	431,931	19,542
Cash – Beginning of period	451,473	19,542	19,542
Cash – End of period	475,262	745,692	451,473	19,542
Non-Cash investing and financing activities:
Remeasurement of carrying value to redemption value	1,943,677	18,325,151	20,053,421
Deferred underwriters discount payable		6,900,000	6,900,000
Initial classification of warrant liability		5,084,187	5,084,187
Initial classification of common stock subject to redemption		$ 176,066,456	177,794,726
Deferred offering costs included in accrued expenses				$ 84,045

Description of Organization and

Description of Organization and Business Operations	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Industrial Tech Acquisitions II, Inc. (the “Company”) is a blank check company incorporated as a Delaware corporation on January 4, 2021. 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”). While the Company may pursue an initial Business Combination target in any business, industry or geographical location, the Company intends to focus its search on targets operating in the technology -focused The Company has selected December 31 as its fiscal year end. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from January 4, 2021 (inception) through June 30, 2023 relates to the Company’s formation, the IPO (as defined below), and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Industrial Tech Partners II, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement (“IPO Registration Statement”) for the Company’s initial public offering (“IPO”) was declared effective on January 11, 2022. On January 14, 2022, the Company consummated its IPO of 17,250,000 units (the “Units”), which included 2,250,000 Units issued pursuant to the full exercise of the over -allotment -half Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 8,037,500 warrants (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,037,500, which is discussed in Note 4. Transaction costs amounted to $10,799,030 consisting of $3,450,000 of underwriting commissions, $6,900,000 of deferred underwriting commissions, and $449,030 of other offering costs, partially offset by the reimbursement of $1,035,000 of offering expenses by the underwriters. The Company’s remaining cash after payment of the offering costs is held outside of the Trust Account (as defined below) for working capital purposes. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post -Business On January 14, 2022, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and would be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a -7 earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (as amended, the “amended and restated certificate of incorporation”), and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 14, 2023 (or such earlier date as determined by the board of directors of the Company) (the “Combination Period”), subject to applicable law. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per -share -share All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 480 -10-S99 -20 -10-S99 If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share 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 its initial Business Combination within the Combination Period. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. On November 21, 2022, the Company entered into an Agreement and Plan of Merger (as may be amended or supplemented from time to time, the “Merger Agreement”) with NEXT Renewable Fuels, Inc., a Delaware corporation (“NEXT”), and ITAQ Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will be merged with and into NEXT, and NEXT will become a wholly -owned -issued Merger Agreement Amendment On April 14, 2023, the Company, NEXT and the Merger Sub entered into Amendment No.1 to the Merger Agreement (the “Amendment”). The parties entered into the Amendment in connection with the acquisition by Lakeview RNG, a wholly -owned The issuance of the Series A Preferred Stock to the holders of the NEXT preferred stock is in addition to the issuance of the Company’s common stock to the holders of the NEXT common stock as provided in the Merger Agreement. The terms of the issuance of the Company’s common stock remain unchanged. Extension On April 10, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination from April 14, 2023 to December 14, 2023 (or such earlier date as determined by the board of directors of the Company) (the “Extension Amendment”). Stockholders holding 15,901,113 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $165,137,380 ($10.38 per share) was removed from the Trust Account to pay such holders. Following redemptions, the Company had 1,348,887 Public Shares outstanding. On April 12, 2023, the Company issued a promissory note (the “Extension Note”) in the principal amount of up to $280,000 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to such amount in connection with the extension of the Company’s time to consummate a business combination from April 14, 2023 to December 14, 2023 (or such earlier date as determined by the board of directors of the Company) (the “Extension”). The Company will deposit $35,000, or approximately $0.026 per Public Share that was not redeemed in connection with the Extension, into the Company’s Trust Account (i) in connection with the first drawdown under the Extension Note and (ii) for each of the up to seven subsequent calendar months (commencing on May 15, 2023 and ending on the 14 th On April 12, 2023, the Company issued a second promissory note in the principal amount of up to $300,000 to the Sponsor (the “Working Capital Loan Note” and, together with the Extension Note, the “Notes”). The Working Capital Loan Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. The Working Capital Loan Note bears no interest and is due and payable upon the earlier to occur of (a) the date of the consummation of the Business Combination or (b) the date of the liquidation of the Company, subject to the availability of funds outside of the Trust Account. As of June 30, 2023, there were $50,000 outstanding under working capital loans. 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 is not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. As a result of the Extension Amendment, 15,901,113 -incurred Liquidity, Going Concern and Capital Resources As of June 30, 2023, the Company had $475,262 in its operating bank accounts which consisted of $101,435 classified as restricted cash to be utilized for tax payments only, and a working capital deficit of $1,607,862, which excludes franchise and income taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of June 30, 2023, $2,389,034 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans. On April 12, 2023, Industrial Tech Acquisitions II, Inc., a Delaware corporation issued a promissory note in the principal amount of up to $280,000 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to such amount in connection with the extension of the Company’s time to consummate a business combination from April 14, 2023 to December 14, 2023 2023 (or such earlier date as determined by the board of directors of the Company). As of June 30, 2023, there was $0 outstanding under the Extension Note. On April 12, 2023, the Company issued a second promissory note in the principal amount of up to $300,000 to the Sponsor (the “Working Capital Loan Note” and, together with the Extension Note, the “Notes”). The Working Capital Loan Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. The Working Capital Loan Note bears no interest and is due and payable upon the earlier to occur of (a) the date of the consummation of the Business Combination or (b) the date of the liquidation of the Company, subject to the availability of funds outside of the Trust Account. As of June 30, 2023, there were $50,000 outstanding under working capital loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014 -15	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Industrial Tech Acquisitions II, Inc. (the “Company”) is a blank check company incorporated as a Delaware corporation on January 4, 2021. 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”). While the Company may pursue an initial Business Combination target in any business, industry or geographical location, the Company intends to focus its search on targets operating in the technology -focused The Company has selected December 31 as its fiscal year end. On November 21, 2022, the Company entered into an Agreement and Plan of Merger with NEXT Renewable Fuels, Inc., a Delaware corporation, and ITAQ Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company, pursuant to which Merger Sub will be merged with and into NEXT, and NEXT will become a wholly -owned As of December 31, 2022, the Company had not commenced any operations. All activity for the period from January 4, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the IPO (as defined below), and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Industrial Tech Partners II, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering (“IPO”) was declared effective on January 11, 2022. On January 14, 2022, the Company consummated its IPO of 17,250,000 units (the “Units”), which included 2,250,000 Units issued pursuant to the full exercise of the over -allotment -half Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 8,037,500 warrants (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,037,500, which is discussed in Note 4. Transaction costs amounted to $10,799,030 consisting of $3,450,000 of underwriting commissions, $6,900,000 of deferred underwriting commissions, and $449,030 of other offering costs, partially offset by the reimbursement of $1,035,000 of offering expenses by the underwriters. The Company’s remaining cash after payment of the offering costs is held outside of the Trust Account for working capital purposes. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post -Business On January 14, 2022, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and would be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a -7 -allotment -interest The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per -share -share All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -20 -10-S99 If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 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 is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Liquidity, Going Concern and Capital Resources As of December 31, 2022, the Company had $451,473 in its operating bank accounts, $178,487,410 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $278,662, which excludes franchise and income taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of December 31, 2022, approximately $2,537,410 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2022, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with 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 -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 Securities Exchange Act of 1934, as amended (“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 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 the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investment held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock sold as part of the Units in the IPO contains a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480 -10-S99 -20 -10-S99 -10-S99-15 At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Common stock subject to redemption at IPO $ 172,500,000 Less: Proceeds allocated to public warrants (5,323,017 ) Class A common stock issuance cost (9,435,678 ) Add: Remeasurement of carrying value to redemption value 20,053,421 Class A common stock subject to possible redemption, December 31, 2022 177,794,726 Add: Remeasurement of carrying value to redemption value 1,454,948 Class A common stock subject to possible redemption, March 31, 2023 179,249,674 Add: Remeasurement of carrying value to redemption value 488,729 Less: Redemptions (165,137,380 ) Class A common stock subject to possible redemption, June 30, 2023 $ 14,601,023 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Warrant Liabilities The Company accounts for Private Placement Warrants for shares of the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the portion of the warrant liability related to the warrants will be reclassified to additional paid -in Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes (“ASC 740”), 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 148.33% and 4.56% for the three months ended June 30, 2023 and 2022, respectively, and 31.15% and 0.98% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value of over -allotment 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 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 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. Net (Loss) Income per Share of Common Stock Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from (loss) income per share of common stock as the redemption value approximates fair value. The Company’s statement of operations includes a presentation of earnings per share for Class A and Class B common stock, applying the two -class The following table reflects the calculation of basic and diluted net (loss) income per common stock (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share of common stock Numerator: Allocation of net (loss) income, as adjusted $ (14,161 ) $ (19,556 ) $ 525,329 $ 131,332 Denominator: Basic and diluted weighted average stock outstanding 3,096,262 4,312,500 17,250,000 4,312,500 Basic and diluted net (loss) income per share of common stock $ (0.00 ) $ (0.00 ) $ 0.03 $ 0.03 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 759,659 $ 325,568 $ 2,515,907 $ 668,786 Denominator: Basic and diluted weighted average stock outstanding 10,134,032 4,312,500 16,011,050 4,312,500 Basic and diluted net income per share of common stock $ 0.08 $ 0.08 $ 0.16 $ 0.16 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 Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheets primarily due to their short -term Fair Value Measurements The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term -tier measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level • • • Derivative Financial Instruments 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 stock purchase warrants to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re -assessed -current Recent Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investment held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock sold as part of the Units in the IPO contains a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480 -10-S99 the Company classifies such Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470 -20 -10-S99 -10-S99-15 At December 31, 2022, the Class A common stock reflected in the balance sheets are reconciled in the following table: Common stock subject to redemption at IPO $ 172,500,000 Less: Proceeds allocated to public warrants (5,323,017 ) Class A common stock issuance cost (9,435,678 ) Add: Remeasurement of carrying value to redemption value 20,053,421 Class A common stock subject to possible redemption $ 177,794,726 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Warrant Liabilities The Company accounts for Private Placement Warrants for shares of the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the portion of the warrant liability related to the warrants will be reclassified to additional paid -in Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. Net Income (Loss) per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from income (loss) per share of common stock as the redemption value approximates fair value. The Company’s statement of operations includes a presentation of earnings per share for Class A and Class B common stock, applying the two -class The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 3,865,402 $ 1,027,512 $ — $ (3,758 ) Denominator: Basic and diluted weighted average stock outstanding 16,635,616 4,312,500 — 3,750,000 Basic and diluted net income (loss) per share of common stock $ 0.23 $ 0.24 $ — $ — 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 Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet primarily due to their short -term Fair Value Measurements The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term -tier • • • Derivative Financial Instruments 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 stock purchase warrants to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re -assessed -current Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING On January 14, 2022, the Company sold 17,250,000 Units, (which included 2,250,000 Units issued pursuant to the full exercise of the over -allotment -half On January 14, 2022, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account and would be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a -7	NOTE 3. INITIAL PUBLIC OFFERING On January 14, 2022, the Company sold 17,250,000 Units, (which included 2,250,000 Units issued pursuant to the full exercise of the over -allotment -half On January 14, 2022, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account and would be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a -7

Private Placement

Private Placement	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT The Company’s Sponsor purchased an aggregate of 8,037,500 warrants at a price of $1.00 per warrant ($8,037,500 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. On January 14, 2022, in connection with the underwriters’ election to fully exercise their over -allotment -redeemable The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre -initial The Company accounts for the Private Placement Warrants in accordance with the guidance contained in FASB ASC 815 -40 -for-fixed The accounting treatment of derivative financial instruments requires that the Company record the Private Placement Warrants as derivative liabilities at fair value upon the closing of the IPO. This liability is subject to re -measurement -measurement	NOTE 4. PRIVATE PLACEMENT The Company’s Sponsor purchased an aggregate of 8,037,500 warrants at a price of $1.00 per warrant ($8,037,500 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. On January 14, 2022, in connection with the underwriters’ election to fully exercise their over -allotment -redeemable The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre -initial The Company accounts for the Private Placement Warrants in accordance with the guidance contained in FASB ASC 815 -40 -for-fixed The accounting treatment of derivative financial instruments requires that the Company record the Private Placement Warrants as derivative liabilities at fair value upon the closing of the IPO. This liability is subject to re -measurement -measurement

Related Party Transactions

Related Party Transactions	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 12, 2021, the Company issued 4,312,500 -allotment -allotment The initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading As previously disclosed in our IPO Registration Statement, Meteora Capital Partners, LP, a Delaware limited partnership and an affiliate of a member of our Sponsor (“Meteora”), acted as a consultant to us in connection with our IPO. Upon the closing of the IPO, Meteora and one of its affiliates, together purchased a total of 1,250,000 Units sold in the IPO at $10.00 per Unit. Administrative Services Agreement Commencing on the date of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For each of the three and six months ended June 30, 2023, the Company incurred and paid $30,000 and $60,000 in fees for these services, respectively. For each of the three and six months ended June 30, 2022, the Company incurred and paid $30,000 and $60,000 in fees for these services, respectively. Consulting Agreement The Sponsor entered into a verbal consulting agreement with Meteora pursuant to which it agrees to provide consulting services and advice, post the IPO, through the business combination process for $172,500. The amount was paid and expensed during the three months ended March 31, 2022. Promissory Notes — Related Party On January 8, 2021, the Company issued an unsecured promissory note to the Sponsor (the “IPO Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan was non -interest As of June 30, 2023 and December 31, 2022, there was no amount outstanding under the IPO Promissory Note. The outstanding amount was repaid at the closing of the IPO on January 14, 2022. The loan was repaid in full upon the closing of the IPO out of the offering proceeds that have been allocated to the payment of offering expenses (other than underwriting commissions). The Company overpaid $26,615 to the Sponsor, which was returned by the Sponsor on January 19, 2022. On April 12, 2023, the Company issued a promissory note in the principal amount of up to $280,000 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to such amount in connection with the extension of the Company’s time to consummate a business combination from April 14, 2023 to December 14, 2023 (or such earlier date as determined by the board of directors of the Company). The Company will deposit $35,000, or approximately $0.026 per Public Share that was not redeemed in connection with the Extension, into the Company’s Trust Account for each of the up to seven subsequent calendar months (commencing on May 15, 2023 and ending on the 14 th On April 12, 2023, the Company issued a second promissory note in the principal amount of up to $300,000 to the Sponsor. The Working Capital Loan Note was issued in connection with advances the Sponsor has made, and may make in the future, to the Company for working capital expenses. The Working Capital Loan Note bears no interest and is due and payable upon the earlier to occur of (a) the date of the consummation of the Business Combination or (b) the date of the liquidation of the Company. As of June 30, 2023, there was $50,000 outstanding under the Working Capital Loan Note. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay such Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans but no proceeds from the Trust Account would be used to repay such Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement -equivalent	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 12, 2021, the Company issued 4,312,500 shares of Class B common stock to the initial stockholders for $25,000 in cash, or approximately $0.006 per share. The founder shares included an aggregate of up to 562,500 shares subject to forfeiture if the over -allotment -allotment The initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading As previously disclosed in our IPO Registration Statement, Meteora Capital Partners, LP, a Delaware limited partnership and an affiliate of a member of our Sponsor (“Meteora”), acted as a consultant to us in connection with our IPO. Upon the closing of the IPO, Meteora and one of its affiliates, together purchased a total of 1,250,000 Units sold in the IPO at $10.00 per Unit. Administrative Services Agreement Commencing on the date of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred and paid $120,000, in fees for these services. For the period from January 4, 2021 (inception) through December 31, 2021, the Company did not incur any fees for these services. Consulting Agreement The Sponsor entered into a verbal consulting agreement with Meteora pursuant to which it agrees to provide consulting services and advice, post the IPO, through the business combination process for $172,500. The amount was paid and expensed during the three months ended March 31, 2022. Promissory Note — Related Party On January 8, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 to be used for a portion of the expenses of the IPO. This loan was non -interest The loan was repaid in full upon the closing of the IPO out of the offering proceeds that have been allocated to the payment of offering expenses (other than underwriting commissions). The Company overpaid $26,615 to the Sponsor, which was returned by the Sponsor on January 19, 2022. As of December 31, 2022 and 2021, there was $0 and $127,385 outstanding under the Promissory Note, respectively. The outstanding amount was repaid at the closing of the IPO on January 14, 2022. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay such Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans but no proceeds from the Trust Account would be used to repay such Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement -equivalent

Commitments

Commitments	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy -back Underwriting Agreement The underwriters had a 45 -day -allotments -allotment Additionally, the underwriters are entitled to a deferred underwriting discount of 4.0% of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. The underwriters also agreed to reimburse the Company $1,035,000 for certain expenses incurred by the Company in connection with the IPO if the underwriters’ over -allotment -allotment Legal Fees During 2022, the Company entered into a contingent fee arrangement with a third -party Financing Fees During 2022, the Company entered into a contingent fee arrangement with a third -party -dealer -party -dealer -dealer -dealer	NOTE 6. COMMITMENTS Registration Rights The holders of the founder shares, Private Placement Warrants, shares of Class A common stock underlying the Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy -back Underwriting Agreement The underwriters had a 45 -day -allotments -allotment Additionally, the underwriters are entitled to a deferred underwriting discount of 4.0% of the gross proceeds of the IPO upon the completion of the Company’s initial Business Combination. The underwriters also agreed to reimburse the Company $1,035,000 for certain expenses incurred by the Company in connection with the IPO if the underwriters’ over -allotment -allotment Legal Fees During 2022, the Company entered into a contingent fee arrangement with a third -party Advisory Fees During 2022, the Company entered into a contingent fee arrangement with a third -party -party

Stockholders' Deficit and Share

Stockholders' Deficit and Shares Subject to Possible Redemption	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Stockholders' Deficit and Shares Subject to Possible Redemption [Abstract]
STOCKHOLDERS’ DEFICIT AND SHARES SUBJECT TO POSSIBLE REDEMPTION	NOTE 7. STOCKHOLDERS’ DEFICIT AND SHARES SUBJECT TO POSSIBLE REDEMPTION Preferred Stock — Class A Common Stock Class B Common Stock -allotment -allotment -allotment The initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one -for-one -linked -converted -linked Except as otherwise provided in the Delaware General Corporation Law, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. Public Warrants -linked The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of the initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless, in which case the purchaser of a unit containing such warrants shall have paid the full purchase price for the unit solely for the shares of Class A common stock underlying such unit. In no event will the Company be required to net cash settle any warrant. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • • • -day • -trading If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The Company issued 8,037,500 Public Warrants in connection with the IPO and accounted for them in accordance with the guidance contained in ASC 815 -40 -for-fixed Private Warrants -40	NOTE 7. STOCKHOLDERS’ (DEFICIT) EQUITY AND SHARES SUBJECT TO POSSIBLE REDEMPTION Preferred Stock — no Class A Common Stock no Class B Common Stock -allotment -allotment The initial stockholders have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one -for-one -linked -converted -linked Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote. Public Warrants -linked The warrants will become exercisable on the later of 12 months from the closing of the IPO or 30 days after the completion of the initial Business Combination and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless, in which case the purchaser of a unit containing such warrants shall have paid the full purchase price for the unit solely for the shares of Class A common stock underlying such unit. In no event will the Company be required to net cash settle any warrant. Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants): • • • -day • -trading If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The Company issued 8,037,500 Public Warrants in connection with the IPO and accounted for them in accordance with the guidance contained in ASC 815 -40 -for-fixed

Fair Value Measurements

Fair Value Measurements	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2022 and June 30, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Liabilities: Warrant liability – Private Placement Warrants $ 663,541 $ — $ — $ 663,541 June 30, Quoted Significant Significant Liabilities: Warrant liability – Private Placement Warrants $ 535,384 $ — $ — $ 535,384 The Private Placement Warrants were accounted for as liability in accordance with ASC 815 -40 The Company used a Monte Carlo simulation model to value the Private Placement Warrants. The Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share -price -free -free -coupon The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at initial measurement: Input December 31, June 30, Risk-free interest rate 4.70 % 5.42 % Expected term (years) 1.10 0.88 Expected volatility 7.3 % 5.6 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 10.18 $ 10.47	NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2022 and January 14, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Liabilities: Warrant liability – Private Placement Warrants $ 663,541 $ — $ — $ 663,541 January 14, Quoted Significant Significant Liabilities: Warrant liability – Private Placement Warrants $ 5,084,187 $ — $ — $ 5,084,187 The Private Placement Warrants were accounted for as liability in accordance with ASC 815 -40 The Company used a Monte Carlo simulation model to value the Private Placement Warrants. The Private Placement Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share -price -free -free -coupon The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at initial measurement: Input December 31, January 14, Risk-free interest rate 4.70 % 1.65 % Expected term (years) 1.10 6.13 Expected volatility 7.3 % 10.1 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 10.18 $ 9.69

Subsequent Events

Subsequent Events	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On July 10, 2023, the Company received a deficiency notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 37 consecutive business days, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “Market Value Standard”). This notification has no immediate effect on the listing or trading of the Company’s securities on The Nasdaq Capital Market and the Company’s Class A common stock, warrants and units will continue to trade under the symbols “ITAQ,” “ITAQW” and “ITAQU,” respectively. The Staff also noted in a footnote that “the Company also does not meet the requirements under Listing Rules5550(b)(1) and 5550(b)(3).” Listing Rule 5550(b)(1) is “Equity Standard: Stockholders’ equity of at least $2.5 million.” Listing Rule 5550(b)(3) is “Net Income Standard: Net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.” The Company’s listing is not based on the Equity Standard or the Net Income Standard. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a period of 180 calendar days, or until January 8, 2024 (the “Compliance Period”), to regain compliance with the Market Value Standard. The Notice states that to regain compliance, the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days during the Compliance Period, at which time Nasdaq will provide written notification that the Company h The Company intends to actively monitor the Company’s MVLS between now and January 8, 2024, and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS requirement. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards as achieved compliance under the Market Value Standard and the matter will be closed. The Company anticipates that the closing under the Merger Agreement will be completed prior to the expiration of the Compliance Period. In connection with closing on the Merger Agreement, the Company, after giving effect to the Merger and any redemption of the publicly traded Class A Common Stock of the Company in connection with such stockholder approval, will, as a condition to continued listing on Nasdaq, be required to meet the Nasdaq initial listing requirements. The Company believes that it will meet such requirements, and thus will be in compliance with all applicable Nasdaq listing requirements prior to the expiration of the Compliance Period. The Company has filed a registration statement on Form S -4 On July	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as noted below, the Company did not identify and subsequent events that would have required adjustment or disclosure in the financial statements. On March 22, 2023 the Company filed the definitive proxy statement on Schedule 14A in order to hold a special meeting of stockholders on April 10, 2023 to vote on a proposal to amend its amended and restated certificate of incorporation to extend the date by which it must complete an initial Business Combination (the “Extension”) from April 14, 2023 to December 14, 2023, or such earlier date as determined by the Company’s board of directors (the “Extension Amendment Proposal”). If the Extension Amendment Proposal is approved and the board of directors decides to implement the Extension, the Sponsor or its designees have agreed to contribute to the Company loans equal to the lesser of (x) $35,000 or (y) $0.035 for each public share that is not redeemed for each calendar month (commencing on April 15, 2023 and ending on the 14 th

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
INCOME TAXES	NOTE 8. INCOME TAXES The Company’s net deferred tax assets as of December 31, 2022 and 2021 are as follows: December 31, December 31, Deferred tax assets (liability) Net operating loss carryforward $ — $ 344 Startup costs 283,689 445 Accrued interest – Trust (119,625 ) — Total deferred tax assets 164,063 789 Valuation allowance (283,689 ) (789 ) Deferred tax liability $ (119,625 ) $ — The income tax provision for the year ended December 31, 2022 and for the period from January 4, 2021 (inception) through December 31, 2021 consists of the following: December 31, December 31, Federal Current $ 371,372 $ — Deferred (163,274 ) (789 ) State and Local Current — — Deferred — — Change in valuation allowance 282,899 789 Income tax provision $ 490,997 $ — As of December 31, 2022 and 2021, the Company had $0 and $1,637 of U.S. federal net operating loss carryovers available to offset future taxable income indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from January 4, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $282,899 and $789, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrants (17.2 )% (21.0 )% Transaction costs allocated to warrants 0.1 % — % Valuation allowance 5.1 % 0.0 % Income tax provision 9.0 % 0.0 % The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2022 and for the period from January 4, 2021 (inception) through December 31, 2021, due to the valuation allowance recorded on the Company’s net operating losses. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax return for the year ended December 31, 2022 and for the period from January 4, 2021 (inception) through December 31, 2021 remains open and subject to examination.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Summary of Significant 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 -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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 Securities Exchange Act of 1934, as amended (“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 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.	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley 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
Use of Estimates	Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.	Use of Estimates The preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Investment held in Trust Account	Investment held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities.	Investment held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds which are primarily invested in U.S. Treasury securities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock sold as part of the Units in the IPO contains a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480 -10-S99 -20 -10-S99 -10-S99-15 At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Common stock subject to redemption at IPO $ 172,500,000 Less: Proceeds allocated to public warrants (5,323,017 ) Class A common stock issuance cost (9,435,678 ) Add: Remeasurement of carrying value to redemption value 20,053,421 Class A common stock subject to possible redemption, December 31, 2022 177,794,726 Add: Remeasurement of carrying value to redemption value 1,454,948 Class A common stock subject to possible redemption, March 31, 2023 179,249,674 Add: Remeasurement of carrying value to redemption value 488,729 Less: Redemptions (165,137,380 ) Class A common stock subject to possible redemption, June 30, 2023 $ 14,601,023	Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock sold as part of the Units in the IPO contains a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480 -10-S99 the Company classifies such Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470 -20 -10-S99 -10-S99-15 At December 31, 2022, the Class A common stock reflected in the balance sheets are reconciled in the following table: Common stock subject to redemption at IPO $ 172,500,000 Less: Proceeds allocated to public warrants (5,323,017 ) Class A common stock issuance cost (9,435,678 ) Add: Remeasurement of carrying value to redemption value 20,053,421 Class A common stock subject to possible redemption $ 177,794,726
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1
Warrant Liabilities	Warrant Liabilities The Company accounts for Private Placement Warrants for shares of the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statements of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the portion of the warrant liability related to the warrants will be reclassified to additional paid -in	Warrant Liabilities The Company accounts for Private Placement Warrants for shares of the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the warrants. At that time, the portion of the warrant liability related to the warrants will be reclassified to additional paid -in
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes (“ASC 740”), 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 148.33% and 4.56% for the three months ended June 30, 2023 and 2022, respectively, and 31.15% and 0.98% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value of over -allotment 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 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 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.	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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. 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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.
Net Income (Loss) per Share of Common Stock	Net (Loss) Income per Share of Common Stock Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from (loss) income per share of common stock as the redemption value approximates fair value. The Company’s statement of operations includes a presentation of earnings per share for Class A and Class B common stock, applying the two -class The following table reflects the calculation of basic and diluted net (loss) income per common stock (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share of common stock Numerator: Allocation of net (loss) income, as adjusted $ (14,161 ) $ (19,556 ) $ 525,329 $ 131,332 Denominator: Basic and diluted weighted average stock outstanding 3,096,262 4,312,500 17,250,000 4,312,500 Basic and diluted net (loss) income per share of common stock $ (0.00 ) $ (0.00 ) $ 0.03 $ 0.03 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 759,659 $ 325,568 $ 2,515,907 $ 668,786 Denominator: Basic and diluted weighted average stock outstanding 10,134,032 4,312,500 16,011,050 4,312,500 Basic and diluted net income per share of common stock $ 0.08 $ 0.08 $ 0.16 $ 0.16	Net Income (Loss) per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common stock is excluded from income (loss) per share of common stock as the redemption value approximates fair value. The Company’s statement of operations includes a presentation of earnings per share for Class A and Class B common stock, applying the two -class The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 3,865,402 $ 1,027,512 $ — $ (3,758 ) Denominator: Basic and diluted weighted average stock outstanding 16,635,616 4,312,500 — 3,750,000 Basic and diluted net income (loss) per share of common stock $ 0.23 $ 0.24 $ — $ —
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 Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account.	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 Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheets primarily due to their short -term	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet primarily due to their short -term
Fair Value Measurements	Fair Value Measurements The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term -tier measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level • • •	Fair Value Measurements The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term -tier • • •
Derivative Financial Instruments	Derivative Financial Instruments 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 stock purchase warrants to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re -assessed -current	Derivative Financial Instruments 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 stock purchase warrants to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re -assessed -current
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU 2020 -06 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.	Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]
Schedule of Class A Common Stock Reflected in the Condensed Balance Sheets	At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Common stock subject to redemption at IPO $ 172,500,000 Less: Proceeds allocated to public warrants (5,323,017 ) Class A common stock issuance cost (9,435,678 ) Add: Remeasurement of carrying value to redemption value 20,053,421 Class A common stock subject to possible redemption, December 31, 2022 177,794,726 Add: Remeasurement of carrying value to redemption value 1,454,948 Class A common stock subject to possible redemption, March 31, 2023 179,249,674 Add: Remeasurement of carrying value to redemption value 488,729 Less: Redemptions (165,137,380 ) Class A common stock subject to possible redemption, June 30, 2023 $ 14,601,023	At December 31, 2022, the Class A common stock reflected in the balance sheets are reconciled in the following table: Common stock subject to redemption at IPO $ 172,500,000 Less: Proceeds allocated to public warrants (5,323,017 ) Class A common stock issuance cost (9,435,678 ) Add: Remeasurement of carrying value to redemption value 20,053,421 Class A common stock subject to possible redemption $ 177,794,726
Schedule of Basic and Diluted Net Loss Per Common Stock	The following table reflects the calculation of basic and diluted net (loss) income per common stock (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share of common stock Numerator: Allocation of net (loss) income, as adjusted $ (14,161 ) $ (19,556 ) $ 525,329 $ 131,332 Denominator: Basic and diluted weighted average stock outstanding 3,096,262 4,312,500 17,250,000 4,312,500 Basic and diluted net (loss) income per share of common stock $ (0.00 ) $ (0.00 ) $ 0.03 $ 0.03 For the Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 759,659 $ 325,568 $ 2,515,907 $ 668,786 Denominator: Basic and diluted weighted average stock outstanding 10,134,032 4,312,500 16,011,050 4,312,500 Basic and diluted net income per share of common stock $ 0.08 $ 0.08 $ 0.16 $ 0.16	The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 3,865,402 $ 1,027,512 $ — $ (3,758 ) Denominator: Basic and diluted weighted average stock outstanding 16,635,616 4,312,500 — 3,750,000 Basic and diluted net income (loss) per share of common stock $ 0.23 $ 0.24 $ — $ —

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements [Abstract]
Schedule of Fair Value Hierarchy of the Valuation Inputs	The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2022 and June 30, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Liabilities: Warrant liability – Private Placement Warrants $ 663,541 $ — $ — $ 663,541 June 30, Quoted Significant Significant Liabilities: Warrant liability – Private Placement Warrants $ 535,384 $ — $ — $ 535,384	The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2022 and January 14, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Liabilities: Warrant liability – Private Placement Warrants $ 663,541 $ — $ — $ 663,541 January 14, Quoted Significant Significant Liabilities: Warrant liability – Private Placement Warrants $ 5,084,187 $ — $ — $ 5,084,187
Schedule of Simulation Model for the Warrant Liability	The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at initial measurement: Input December 31, June 30, Risk-free interest rate 4.70 % 5.42 % Expected term (years) 1.10 0.88 Expected volatility 7.3 % 5.6 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 10.18 $ 10.47	The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at initial measurement: Input December 31, January 14, Risk-free interest rate 4.70 % 1.65 % Expected term (years) 1.10 6.13 Expected volatility 7.3 % 10.1 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 10.18 $ 9.69

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
Schedule of Net Deferred Tax Assets	The Company’s net deferred tax assets as of December 31, 2022 and 2021 are as follows: December 31, December 31, Deferred tax assets (liability) Net operating loss carryforward $ — $ 344 Startup costs 283,689 445 Accrued interest – Trust (119,625 ) — Total deferred tax assets 164,063 789 Valuation allowance (283,689 ) (789 ) Deferred tax liability $ (119,625 ) $ —
Schedule of Income Tax Provision (Benefit)	The income tax provision for the year ended December 31, 2022 and for the period from January 4, 2021 (inception) through December 31, 2021 consists of the following: December 31, December 31, Federal Current $ 371,372 $ — Deferred (163,274 ) (789 ) State and Local Current — — Deferred — — Change in valuation allowance 282,899 789 Income tax provision $ 490,997 $ —
Schedule of Federal Income Tax Rate to the Company’s Effective Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrants (17.2 )% (21.0 )% Transaction costs allocated to warrants 0.1 % — % Valuation allowance 5.1 % 0.0 % Income tax provision 9.0 % 0.0 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)				1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 12, 2023	Apr. 10, 2023	Jan. 14, 2022	Aug. 16, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2021	Apr. 14, 2023
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)		15,901,113
Price per unit (in Dollars per share)		$ 10.38							$ 10
Gross proceeds									$ 50,000,000
Transaction costs					$ 10,799,030		$ 10,799,030		10,799,030
Underwriting commissions					3,450,000		3,450,000		3,450,000
Deferred underwriting commissions							6,900,000		6,900,000
Offering costs					449,030		449,030		449,030
Offering expenses							$ 1,035,000		1,035,000
Fair market value, percentage							80%
Sale of stock, price per share (in Dollars per share)	$ 0.026
Interest to pay dissolution expenses			$ 50,000		$ 50,000		$ 50,000		50,000
Trust account price (in Dollars per share)					$ 10.2		$ 10.2
Net tangible assets					$ 5,000,001		$ 5,000,001		$ 5,000,001
Trust assets description							The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company.		The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company.
Preferred stock, value												$ 750,000
Preferred stock shares (in Shares)												75,000
Preferred stock, per share (in Dollars per share)												$ 10
Securities held in the trust account					1,607,862		$ 1,607,862		$ 178,487,410
Public shares outstanding (in Shares)		1,348,887
Principal amount	$ 280,000
Deposit	35,000
Deposited in trust account					105,000		105,000
Outstanding					$ 0		0
Principal amount	300,000
Working capital loans							$ 1,500,000		$ 1,500,000
Federal excise tax					21%	21%	21%	21%	21%	21%	21%
Excise tax				1%			1%
Common stock redeemed (in Shares)							15,901,113
Redemption payment					$ 165,137,380		$ 165,137,380
Liability					1,651,374		1,651,374
Operating bank account							475,262		451,473
Restricted cash					$ 101,435		101,435
Interest income							2,389,034		$ 2,537,410
Principal amount	280,000
Effective date									Jan. 11, 2022
Price Per share (in Dollars per share)									$ 10.2
Working capital									$ 278,662
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)			17,250,000
Gross proceeds							$ 8,037,500
Proceeds from the sale Units			$ 175,950,000
Sale of stock, price per share (in Dollars per share)			$ 10.2		$ 10		$ 10		$ 10
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Shares issued (in Shares)			2,250,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)			$ 11.5						$ 11.5
Public Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)			$ 10
Gross proceeds			$ 172,500,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds									$ 172,500,000
Sale of aggregate warrants (in Shares)							8,037,500		8,037,500
Purchase price per share (in Dollars per share)							$ 1		$ 1
Sale of stock, price per share (in Dollars per share)			$ 10
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds									$ 8,037,500
IR Act [Member]
Description of Organization and Business Operations (Details) [Line Items]
Federal excise tax				1%
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Principal amount	$ 300,000
Working capital loans							$ 50,000
Price Per share (in Dollars per share)	$ 0.026
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Principal amount	$ 300,000
Outstanding on promissory note					$ 0		$ 0
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Outstanding voting securities percentage					50%		50%
Securities held in the trust account		$ 165,137,380
Working capital loans							$ 50,000
Business Acquisition [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination description									The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.On January 14, 2022, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) and would be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less up to $50,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO (or up to 18 months from the closing of the IPO if the Company extends the period of time to consummate a Business Combination) (the “Combination Period”), subject to applicable law. In the event that the Corporation has not consummated an initial Business Combination within 15 months from the date of the closing of the IPO, the Board of Directors, may, if requested by the Sponsor, extend the period of time to consummate a Business Combination by an additional three months (for a total of up to 18 months to complete a Business Combination), provided that (i) the Sponsor (or its affiliates or permitted designees), upon five days of advance notice prior to the applicable Deadline Date, will deposit into the Trust Account $1,500,000 (or up to $1,725,000 if the underwriters’ over-allotment option is exercised in full) ($0.10 per unit in either case), on or prior to the applicable Deadline Date, for the available three month extension in exchange for a non-interest bearing, unsecured promissory note and (ii) the procedures relating to any such extension, as set forth in the Trust Agreement, shall have been complied with. The gross proceeds from the issuance of such promissory note(s) shall be held in the Trust Account. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, which would have higher priority than the claims of the Company’s public stockholders.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Cash	$ 475,262		$ 475,262		$ 451,473	$ 19,542	$ 19,542
Restricted cash	$ 101,435		101,435
Offering costs			10,799,030		10,799,030
Underwriting commissions			3,450,000		3,450,000
Deferred underwriting commissions			6,900,000		6,900,000
Other offering costs			449,030		449,030
Reimbursement of offering expenses			$ 1,035,000		$ 1,035,000
Effective tax rate	148.33%	4.56%	31.15%	0.98%
Statutory tax rate	21%	21%	21%	21%	21%	21%	21%
Federal deposit insurance corporation coverage			$ 250,000		$ 250,000
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs			$ 27,670		$ 27,670

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected in the Condensed Balance Sheets - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Schedule of Class A Common Stock Reflected in the Condensed Balance Sheets [Abstract]
Common stock subject to redemption at IPO			$ 172,500,000
Less:
Proceeds allocated to public warrants			(5,323,017)
Class A common stock issuance cost			(9,435,678)
Add:
Remeasurement of carrying value to redemption value	$ 488,729	$ 1,454,948	20,053,421
Class A common stock subject to possible redemption	14,601,023	$ 179,249,674	$ 177,794,726
Less:
Redemptions	$ (165,137,380)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock - USD ($)	3 Months Ended		6 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Class A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock [Line Items]
Allocation of net income, as adjusted	$ (14,161)	$ 525,329	$ 759,659	$ 2,515,907
Basic and diluted weighted average stock outstanding	3,096,262	17,250,000	10,134,032	16,011,050		16,635,616
Basic and diluted net income per share of common stock	$ 0	$ 0.03	$ 0.08	$ 0.16		$ 0.23
Class B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock [Line Items]
Allocation of net income, as adjusted	$ (19,556)	$ 131,332	$ 325,568	$ 668,786
Basic and diluted weighted average stock outstanding	4,312,500	4,312,500	4,312,500	4,312,500	3,750,000	4,312,500
Basic and diluted net income per share of common stock	$ 0	$ 0.03	$ 0.08	$ 0.16		$ 0.24

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Class A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock (Parentheticals) [Line Items]
Diluted weighted average stock outstanding	3,096,262	17,250,000	10,134,032	16,011,050		16,635,616
Diluted net income (loss) per share	$ 0	$ 0.03	$ 0.08	$ 0.16		$ 0.23
Class B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock (Parentheticals) [Line Items]
Diluted weighted average stock outstanding	4,312,500	4,312,500	4,312,500	4,312,500	3,750,000	4,312,500
Diluted net income (loss) per share	$ 0	$ 0.03	$ 0.08	$ 0.16		$ 0.24

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		6 Months Ended	12 Months Ended
	Jan. 14, 2022	Jun. 30, 2023	Dec. 31, 2022
Initial Public Offering (Details) [Line Items]
Net proceeds			$ 172,500,000
Price per unit	$ 10.2
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of shares	17,250,000
Shares exercised	2,250,000
Sale of stock price per shares	$ 10
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Net proceeds	$ 175,950,000
Price per unit	$ 10.2
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Warrant, description		Each Unit that the Company offered had a price of $10.00 and consists of one share of Class A common stock, and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.	Each Unit that the Company offered had a price of $10.00 and consists of one share of Class A common stock, and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.

Private Placement (Details)

Private Placement (Details) - USD ($)		6 Months Ended	12 Months Ended
	Jan. 14, 2022	Jun. 30, 2023	Dec. 31, 2022	Apr. 12, 2023
Private Placement (Details) [Line Items]
Aggregate of warrants (in Shares)		8,037,500
Warrants price per share		$ 1	$ 1
Aggregate purchased amount (in Dollars)		$ 8,037,500	$ 8,037,500
Shares issued, price per share	$ 10.2
Percentage of obligation to redeem		100%
Price per share				$ 0.026
Business combination description			The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period.
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchased amount (in Dollars)			$ 8,037,500
Sale of shares (in Shares)	2,250,000
Shares issued, price per share	$ 10
Gross proceeds (in Dollars)	$ 22,500,000
Price per share	$ 10
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Common stock price per share		$ 11.5	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 12, 2023	Jan. 12, 2021	Jan. 19, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Jan. 14, 2022	Jan. 08, 2021
RelatedPartyTransactionLineItems [Line Item]
Per share (in Dollars per share)	$ 0.026
Payments to affiliate						$ 10,000		$ 10,000
Fees for services				$ 30,000	$ 30,000	60,000	$ 60,000
Aggregate principal amount											$ 300,000
Overpaid amount			$ 26,615
Principal amount	$ 280,000
Public per share (in Dollars per share)								$ 10.2
Deposited in trust account				105,000		105,000
Outstanding				$ 0		0
Principal amount	300,000
Outstanding working capital loan						50,000
Working capital loans						$ 1,500,000		$ 1,500,000
Price per warrant (in Dollars per share)				$ 1		$ 1		$ 1
Service cost incurred and paid								$ 1,000,000
Outstanding promissory note								$ 0	$ 127,385
Over-Allotment Option [Member]
RelatedPartyTransactionLineItems [Line Item]
Shares subject to forfeiture (in Shares)		562,500
Initial Public Offering [Member]
RelatedPartyTransactionLineItems [Line Item]
Total purchased units (in Shares)				1,250,000		1,250,000		1,250,000
Per share (in Dollars per share)				$ 10		$ 10		$ 10		$ 10.2
Administrative Services Agreement [Member]
RelatedPartyTransactionLineItems [Line Item]
Service cost incurred and paid								$ 120,000
Class B Common Stock [Member]
RelatedPartyTransactionLineItems [Line Item]
Shares issued (in Shares)		4,312,500
Initial stockholders for cash		$ 25,000
Per share (in Dollars per share)		$ 0.006
Sponsor [Member]
RelatedPartyTransactionLineItems [Line Item]
Deposit	$ 35,000
Public per share (in Dollars per share)	$ 0.026
Principal amount	$ 300,000
Outstanding working capital loan						$ 50,000
Working capital loans						$ 50,000
Business Combination [Member]
RelatedPartyTransactionLineItems [Line Item]
Initial business combination description						(i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the initial Business Combination, the founder shares will no longer be subject to such transfer restrictions.		(i) one year after the date of the consummation of the Company’s initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing 150 days after the initial Business Combination, the founder shares will no longer be subject to such transfer restrictions.
Services and advice				$ 172,500		$ 172,500		$ 172,500

Commitments (Details)

Commitments (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Commitments (Details) [Line Items]
Additional units (in Shares)	2,250,000	2,250,000
Underwriting discount percent	2%	2%
Deferred underwriting discount percent	4%	4%
Expenses incurred	$ 1,035,000	$ 1,035,000
Contingent fee		1,000,000
Obligated to pay		$ 150,000
Accrued services amount	$ 477,945
Cash placement fee percentage		6%
Gross proceeds of sale		$ 50,000,000
Percentage of gross proceeds		5%
Sale in excess		$ 50,000,000
Percentage of sales excess		3%
Broker expenses description	The Company also agreed to reimburse the broker-dealer for certain expenses up to $100,00
Agreed structuring fee	$ 1,000,000	$ 1,000,000
IPO [Member]
Commitments (Details) [Line Items]
Gross proceeds	3,450,000	3,450,000
Gross proceeds of sale	$ 8,037,500
Financing Fees [Member]
Commitments (Details) [Line Items]
Gross proceeds of sale		$ 50,000,000

Stockholders' Deficit and Sha_2

Stockholders' Deficit and Shares Subject to Possible Redemption (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Deficit and Shares Subject to Possible Redemption (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock voting rights, description	holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.	Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote.
Warrants for redemption, description	Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants):•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and•        if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30-trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders.	Once the warrants become exercisable, the Company may call the warrants for redemption (excluding the Private Placement Warrants):•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and•        if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on each of 20 trading days within a 30-trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders.
Preferred stock, shares issued
Preferred stock, shares outstanding
Public Warrants [Member]
Stockholders' Deficit and Shares Subject to Possible Redemption (Details) [Line Items]
Public warrants, description	Public Warrants — Each warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.	Public Warrants — Each warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Class A Common Stock [Member]
Stockholders' Deficit and Shares Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares outstanding subject to possible redemption	1,348,887	17,250,000
Common stock, shares issued subject to possible redemption	1,348,887	17,250,000
Common stock, shares issued
Common stock, shares outstanding
Closing price per share	12	12
Common stock outstanding rate	20%	20%
Public warrants, description	Each Unit that the Company offered had a price of $10.00 and consists of one share of Class A common stock, and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.	Each Unit that the Company offered had a price of $10.00 and consists of one share of Class A common stock, and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.
Class B Common Stock [Member]
Stockholders' Deficit and Shares Subject to Possible Redemption (Details) [Line Items]
Common stock, shares authorized	10,000,000	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Shares subject to forfeiture	562,500	562,500
Common stock, shares issued	4,312,500	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500	4,312,500
IPO [Member]
Stockholders' Deficit and Shares Subject to Possible Redemption (Details) [Line Items]
Public warrants (in Dollars)	$ 8,037,500	$ 8,037,500

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jan. 14, 2022
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs [Line Items]
Warrant liability – Private Placement Warrants	$ 535,384	$ 663,541	$ 5,084,187
Quoted Prices In Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs [Line Items]
Warrant liability – Private Placement Warrants
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs [Line Items]
Warrant liability – Private Placement Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs [Line Items]
Warrant liability – Private Placement Warrants	$ 535,384	$ 663,541	$ 5,084,187

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Simulation Model for the Warrant Liability - $ / shares		6 Months Ended	12 Months Ended
	Jan. 14, 2022	Jun. 30, 2023	Dec. 31, 2022
Schedule of Simulation Model for the Warrant Liability [Abstract]
Risk-free interest rate	1.65%	5.42%	4.70%
Expected term (years)	6 years 1 month 17 days	10 months 17 days	1 year 1 month 6 days
Expected volatility	10.10%	5.60%	7.30%
Exercise price		$ 11.5	$ 11.5
Fair value of common stock	$ 9.69	$ 10.47	$ 10.18

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		6 Months Ended	12 Months Ended
	Jul. 10, 2023	Jun. 30, 2023	Dec. 31, 2022	Jul. 13, 2023	Dec. 31, 2021
Subsequent Events (Details) [Line Items]
Subsequent events, description		the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days during the Compliance Period, at which time Nasdaq will provide written notification that the Company h The Company intends to actively monitor the Company’s MVLS between now and January 8, 2024, and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS requirement.	the Company loans equal to the lesser of (x) $35,000 or (y) $0.035 for each public share that is not redeemed for each calendar month (commencing on April 15, 2023 and ending on the 14th day of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination until December 14, 2023.
Deposited in trust account		$ 14,499,588	$ 178,487,410
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Market value of listed securities	$ 35,000,000
Stockholders equity	2,500,000
Net income from continuing operations	$ 500,000
Deposited in trust account				$ 35,000

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reflected in the Condensed Balance Sheets - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Schedule of Class A Common Stock Reflected in the Condensed Balance Sheets are Reconciled [Abstract]
Common stock subject to redemption at IPO			$ 172,500,000
Less:
Proceeds allocated to public warrants			(5,323,017)
Class A common stock issuance cost			(9,435,678)
Add:
Remeasurement of carrying value to redemption value	$ 488,729	$ 1,454,948	20,053,421
Class A common stock subject to possible redemption			$ 177,794,726

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock - Common Stock [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A
Numerator:
Allocation of net income (loss), as adjusted	$ 3,865,402
Denominator:
Basic and diluted weighted average stock outstanding	16,635,616
Basic and diluted net income (loss) per share of common stock	$ 0.23
Class B
Numerator:
Allocation of net income (loss), as adjusted	$ 1,027,512	$ (3,758)
Denominator:
Basic and diluted weighted average stock outstanding	4,312,500	3,750,000
Basic and diluted net income (loss) per share of common stock	$ 0.24

Summary of Significant Accoun_9

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock (Parentheticals) - Common Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock (Parentheticals) [Line Items]
Diluted weighted average stock outstanding	16,635,616
Diluted net income (loss) per share of common stock	$ 0.23
Class B
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock (Parentheticals) [Line Items]
Diluted weighted average stock outstanding	4,312,500	3,750,000
Diluted net income (loss) per share of common stock	$ 0.24

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2021
Income Taxes [Abstract]
U.S. federal net operating loss carryovers					$ 0	$ 1,637	$ 1,637
Valuation allowance					$ 282,899	$ 789	$ 789
Statutory tax rate percentage	21%	21%	21%	21%	21%	21%	21%

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Net Deferred Tax Assets - Previously Reported [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Taxes (Details) - Schedule of Net Deferred Tax Assets [Line Items]
Net operating loss carryforward		$ 344
Startup costs	283,689	445
Accrued interest – Trust	(119,625)
Total deferred tax assets	164,063	789
Valuation allowance	(283,689)	(789)
Deferred tax liability	$ (119,625)

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Income Tax Provision (Benefit) - USD ($)	3 Months Ended		6 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Federal
Current						$ 371,372
Deferred						(163,274)	(789)
State and Local
Current
Deferred
Change in valuation allowance						282,899	789
Income tax provision	$ 103,483	$ 31,408	$ 490,957	$ 31,408		$ 490,997

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Federal Income Tax Rate to the Company’s Effective Tax Rate	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2021
Schedule of federal income tax rate to the company’s effective tax rate [Abstract]
Statutory federal income tax rate	21%	21%	21%	21%	21%	21%	21%
Change in fair value of warrants					(17.20%)	(21.00%)
Transaction costs allocated to warrants					0.10%
Valuation allowance					5.10%	0%
Income tax provision					9%	0%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jan. 14, 2022
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs [Line Items]
Warrant liability – Private Placement Warrants	$ 535,384	$ 663,541	$ 5,084,187
Quoted Prices In Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs [Line Items]
Warrant liability – Private Placement Warrants
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs [Line Items]
Warrant liability – Private Placement Warrants
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs [Line Items]
Warrant liability – Private Placement Warrants	$ 535,384	$ 663,541	$ 5,084,187

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Simulation Model for the Warrant Liability - $ / shares		6 Months Ended	12 Months Ended
	Jan. 14, 2022	Jun. 30, 2023	Dec. 31, 2022
Schedule of Simulation Model for the Warrant Liability [Abstract]
Risk-free interest rate	1.65%	5.42%	4.70%
Expected term (years)	6 years 1 month 17 days	10 months 17 days	1 year 1 month 6 days
Expected volatility	10.10%	5.60%	7.30%
Exercise price	$ 11.5		$ 11.5
Fair value of common stock	$ 9.69	$ 10.47	$ 10.18