Industrial Tech Acquisitions II (ITAQ) 10-Q10 Aug 232023 Q2 Quarterly reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 10, 2023
Document Information Line Items
Entity Registrant Name	INDUSTRIAL TECH ACQUISITIONS II, INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001841586
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41213
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1213962
Entity Address, Address Line One	5090 Richmond Ave
Entity Address, Address Line Two	Suite 319
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	713
Local Phone Number	599-1300
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Document Information Line Items
Trading Symbol	ITAQU
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Security Exchange Name	NASDAQ
Class A common stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	ITAQ
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share
Document Information Line Items
Trading Symbol	ITAQW
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock for $11.50 per share
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1,348,887
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		4,312,500

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	[1]	$ 475,262	$ 451,473
Prepaid expenses		144,925	214,808
Total current assets		620,187	666,281
Investments held in Trust Account		14,499,588	178,487,410
Total assets		15,119,775	179,153,691
Liability, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit
Accrued offering costs and expenses		570,816	409,415
Accounts payable		2,665	58,629
Promissory note - related party		50,000
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
Warrant liability		535,384	663,541
Deferred underwriting commissions		6,900,000	6,900,000
Total liabilities		10,192,193	8,522,582
Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, $0.0001 par value; 100,000,000 shares authorized, 1,348,887 and 17,250,000 shares issued and outstanding, respectively, at redemption value of $10.82 and $10.31 as of June 30, 2023 and December 31, 2022, respectively		14,601,023	177,794,726
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding, (excluding 1,348,887 and 17,250,000 shares subject to possible redemption) at June 30, 2023 and December 31, 2022
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding at June 30, 2023 and December 31, 2022		431	431
Additional paid-in capital
Accumulated deficit		(9,673,872)	(7,164,048)
Total stockholders’ deficit		(9,673,441)	(7,163,617)
Total Liabilities, Class A Common Stock Subject to Possible Redemption, and Stockholders’ Deficit		$ 15,119,775	$ 179,153,691

[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
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares authorized	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
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	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
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
Condensed Statements of Operations (Unaudited) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating and formation costs	$ 380,367	$ 363,006	$ 949,261	$ 856,662
Loss from operations	(380,367)	(363,006)	(949,261)	(856,662)
Other income (expense):
Interest earned on investments held in Trust Account	496,612	248,468	2,389,034	249,501
Interest income on bank account	5,564	279	8,254	508
Change in fair value of warrant liabilities	(52,043)	802,328	128,157	3,850,424
Offering costs allocated to warrants				(27,670)
Other income, net	450,133	1,051,075	2,525,445	4,072,763
Income before provision for income taxes	69,766	688,069	1,576,184	3,216,101
Provision for income taxes	(103,483)	(31,408)	(490,957)	(31,408)
Net (loss) income	$ (33,717)	$ 656,661	$ 1,085,227	$ 3,184,693
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
Basic net (loss) income per share (in Dollars per share)	$ 0	$ 0.03	$ 0.08	$ 0.16
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
Basic net (loss) income per share (in Dollars per share)	$ 0	$ 0.03	$ 0.08	$ 0.16

Condensed Statements of Opera_2

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

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 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
Remeasurement 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 Mar. 31, 2022	$ 431		(7,684,204)	(7,683,773)
Balance (in Shares) at Mar. 31, 2022	4,312,500
Remeasurement of shares subject to redemption			(116,456)	(116,456)
Net income (loss)			656,661	656,661
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 ($)	6 Months Ended
Condensed Statements of Cash Flows (Unaudited) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income	$ 1,085,227	$ 3,184,693
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities	(128,157)	(3,850,424)
Interest earned on investments held in Trust Account	(2,389,034)	(249,501)
Deferred tax benefit	(107,031)
Offering costs allocated to warrants		27,670
Changes in operating assets and liabilities:
Prepaid expenses	69,883	(352,699)
Accrued expenses	161,401	84,318
Accounts payable	(55,964)	39,833
Income taxes payable	97,988	31,408
Net cash used in operating activities	(1,265,687)	(1,084,702)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(105,000)	(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)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		170,085,000
Proceeds from sale of private placement warrants		8,037,500
Proceeds from promissory note – related party	50,000
Repayment of promissory note – related party		(127,385)
Payment of offering costs		(234,263)
Payments for redemption of common stock	(165,137,380)
Net cash (used in) provided by financing activities	(165,087,380)	177,760,852
Net Change in Cash	23,789	726,150
Cash – Beginning of period	451,473	19,542
Cash – End of period	475,262	745,692
Non-Cash investing and financing activities:
Remeasurement of carrying value to redemption value	1,943,677	18,325,151
Deferred underwriters discount payable		6,900,000
Initial classification of warrant liability		5,084,187
Initial classification of common stock subject to redemption		$ 176,066,456

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
Description of Organization and Business Operations	Jun. 30, 2023
Organization and Business Operation [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 areas including software, mobile and Internet of Things (“IoT”) applications, digital and energy transformation, cloud and cyber communications as well as high bandwidth services, including LTE, remote sensing and 5G communications. 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 income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. 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 option granted to the underwriters. Each Unit consists of one share of Class A common stock of the Company (the “Public Shares”), and one-half of one redeemable warrant of the Company (the “Public Warrants”). Each whole warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000, which is discussed in Note 3. 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 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 (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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.20 per Public Share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. 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, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of Class A common stock classified as temporary equity would be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and would be classified as such on the balance sheet until such date that a redemption event takes place. 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete 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 subsidiary of the Company, which will change its corporate name to “NXTCLEAN Fuels Inc.,” or such other name as mutually agreed to by the Company and NEXT (the merger of Merger Sub into NEXT and the transactions contemplated by the Merger Agreement collectively, the “NEXT Business Combination”). Each stockholder of NEXT will receive newly-issued Company securities, including, as applicable, shares of the Company’s Class A common stock and/or options or warrants pursuant to which the Company’s Class A common stock will be issued, as further described below. 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 subsidiary of NEXT, of assets associated with the Red Rock Biofuels development in Lake County, Oregon, which was effective on April 14, 2023 (the “Lakeview Transaction”). The Amendment revised the consideration to be paid by the Company in the merger to provide for the issuance of a new class of preferred stock of the Company, to be designated the Series A Preferred Stock (“Series A Preferred Stock”) which is to be issued to the holders of the NEXT preferred stock that was issued in connection with the Lakeview Transaction. Pursuant to the Amendment, each share of the NEXT preferred stock, which has a stated value of $750,000 per share, shall be automatically converted into 75,000 shares of Series A Preferred Stock, which has a stated value of $10.00 per share. 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. 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 14th day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial Business Combination. Such amounts will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Business Combination. The Extension Note bears no interest and is repayable in full upon the earlier 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, the Company has deposited a total of $105,000 into the Trust Account in connection with the Extension payments. 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. 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 shares of the Company’s common stock were redeemed with a total redemption payment of $165,137,380. The Company recorded a liability of $1,651,374 for the excise tax based on 1% of shares redeemed during the reporting period. For interim periods, an entity is not required to estimate future stock repurchases and stock issuances to measure its excise tax obligation. Rather, an entity can generally record the obligation on an as-incurred basis. In other words, the excise tax obligation recognized at the end of a quarterly financial reporting period is calculated as if the end of the quarterly period was the end of the annual period for which the excise tax obligation is payable. 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, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 14, 2023 (or such earlier date as determined by the board of directors of the Company), to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, coupled with the Company’s current liquidity, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 14, 2023. The Company intends to complete a Business Combination before the mandatory liquidation date.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2023
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 and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 29, 2023 (the “2022 Annual Report”). The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. The Company held $475,262 and $451,473 in cash as of June 30, 2023 and December 31, 2022. As of June 30, 2023, $101,435 of the operating cash balance was classified as restricted cash to be utilized for tax payments only. 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, 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. The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. 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, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering,” and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $10,799,030 as a result of the IPO (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 immediately expensed $27,670 of offering costs in connection with the Private Placement Warrants that were classified as 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 capital. 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 option and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 method in calculating earnings per share pursuant to ASC 260. Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of the Private Placement Warrants in the calculation of diluted (loss) income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per share of common stock for the periods presented. 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 nature, except for the warrant liabilities (see Note 8). 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 nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06— “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”),” to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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
Initial Public Offering	Jun. 30, 2023
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 option) at a purchase price of $10.00 per Unit. 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 warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. 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 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.

Private Placement

Private Placement	6 Months Ended
Private Placement	Jun. 30, 2023
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 option, the Company sold an additional 2,250,000 Private Placement Warrants to the Sponsor, at a price of $10.00 per Private Placement Warrant, generating gross proceeds of $22,500,000. Each whole warrant is exercisable to purchase one share of Class A common stock at $11.50 per share. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. 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. The Company accounts for the Private Placement Warrants in accordance with the guidance contained in FASB ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability due to the existence of provisions whereby adjustments to the exercise price of the Private Placement Warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and the existence of the potential for net cash settlement for the warrant holders (but not all stockholders) in the event of a tender offer. 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 at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	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 option was not exercised by the underwriters in full. As of January 14, 2022, the over-allotment option was fully exercised and such shares are no longer subject to forfeiture. 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 day period commencing 150 days after the initial Business Combination, the founder shares will no longer be subject to such transfer restrictions. 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 bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. 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 14th day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial Business Combination. Such amounts will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Business Combination. The Extension Note bears no interest and is repayable in full upon the earlier 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, the Company has deposited a total of $105,000 into the Trust Account in connection with the Extension payments. 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 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 warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability, and exercise period. As of June 30, 2023, there was $50,000 outstanding under the Working Capital Loan Note.

Commitments

Commitments	6 Months Ended
Commitments	Jun. 30, 2023
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” registration rights to include their securities in other registration statements filed by the Company. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 2,250,000 Units to cover over-allotments, if any. As of January 14, 2022, the over-allotment was fully exercised. The underwriters received a cash underwriting discount of approximately 2% of the gross proceeds of the IPO, or $3,450,000. 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 option was exercised in full. The Company received the reimbursement on January 14, 2022, upon full exercise of the over-allotment option. Legal Fees During 2022, the Company entered into a contingent fee arrangement with a third-party legal firm. The fees, contingent upon a successful Business Combination, are $1,000,000. These fees will only become payable upon the consummation of an initial Business Combination. In the event the Company does not complete a business combination, the Company is solely obligated to pay $150,000 under the contingent fee arrangement. The Company has accrued $477,945 in services provided through June 30, 2023 under this contract. Financing Fees During 2022, the Company entered into a contingent fee arrangement with a third-party broker-dealer for the sale of securities. All fees to the third-party broker-dealer are contingent upon the consummation of such sales. As compensation for services, the Company agreed to pay the broker-dealer a cash placement fee equal to the sum of six percent (6.0%) of the first $50,000,000 of gross proceeds of any sale of securities to investors (excluding Identified Investors), plus five percent (5.0%) of the gross proceeds of any sale in excess of $50,000,000, plus three percent (3.0%) of that portion, if any, of the gross proceeds of any sale of securities. Such fees are payable upon the consummation of each such sale. The Company also agreed to reimburse the broker-dealer for certain expenses up to $100,00 (i) monthly, (ii) upon the consummation of any sale of securities, and (iii) upon any termination of the agreement. Further, the Company agreed to a structuring fee, contingent upon the closing of a Business Combination, of $1,000,000 which will be offset by any funds raised under the fee arrangement. Such structuring fees are payable upon the consummation of an initial Business Combination.

Stockholders' Deficit and Share

Stockholders' Deficit and Shares Subject to Possible Redemption	6 Months Ended
	Jun. 30, 2023
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 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 day period commencing 150 days after the initial Business Combination, the founder shares will no longer be subject to such transfer restrictions. 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 basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination. 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 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): ● 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. 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. Such guidance provides that the Public Warrants meet the criteria for equity treatment due to the existence of provisions whereby adjustments to the exercise price of the warrants is based on a variable that is an input to the fair value of a “fixed-for-fixed” option and no circumstances under which the Company can be forced to net cash settle the warrants. Private Warrants

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2023
Fair Value Disclosures [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, 2023 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 and are presented within liabilities on the balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within the change in fair value of warrant liability in the statements of operations. 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 volatility, expected life and risk-free interest rate. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The key inputs into the Monte Carlo simulation model for the warrant liability were as follows at initial measurement: Input December 31, June 30, 2023 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

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
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 in connection with the Merger Agreement and the meeting of stockholders at which it will seek stockholder approval of the Merger. On July 13, 2023, in connection with the Extension Note, the Company deposited $35,000 into the Trust Account.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
Accounting Policies, by Policy (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 29, 2023 (the “2022 Annual Report”). The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. The Company held $475,262 and $451,473 in cash as of June 30, 2023 and December 31, 2022. As of June 30, 2023, $101,435 of the operating cash balance was classified as restricted cash to be utilized for tax payments only.
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.
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, 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. The Public Shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. According to ASC 480-10-S99-15, no subsequent adjustment is needed if it is not probable that the instrument will become redeemable. 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	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering,” and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $10,799,030 as a result of the IPO (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 immediately expensed $27,670 of offering costs in connection with the Private Placement Warrants that were classified as liabilities.
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 capital.
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 option and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 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 method in calculating earnings per share pursuant to ASC 260. Net (loss) income per common stock is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Remeasurement associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of the Private Placement Warrants in the calculation of diluted (loss) income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per share of common stock for the periods presented. 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	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 nature, except for the warrant liabilities (see Note 8).
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 nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
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 at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06— “Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”),” to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. 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
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2023
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
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

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2023
Fair Value Disclosures [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, 2023 Quoted Significant Significant Liabilities: Warrant liability – Private Placement Warrants $ 535,384 $ — $ — $ 535,384
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, 2023 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

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	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
Gross proceeds									$ 50,000,000
Transaction costs					$ 10,799,030		$ 10,799,030
Underwriting commissions					3,450,000		3,450,000
Deferred underwriting commissions							6,900,000
Offering costs					449,030		449,030
Offering expenses							$ 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
Trust account price (in Dollars per share)					$ 10.2		$ 10.2
Net tangible assets					$ 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.
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
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							$ 50,000
Federal excise tax, percentage					21%	21%	21%	21%
Excise tax percentage				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
Restricted cash					$ 101,435		101,435
Interest income							2,389,034
Principal amount	280,000
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
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
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]
Sale of aggregate warrants (in Shares)							8,037,500
Purchase price per share (in Dollars per share)							$ 1
IR Act [Member]
Description of Organization and Business Operations (Details) [Line Items]
Federal excise tax, percentage				1%
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Principal amount	300,000
Working capital loans							$ 50,000
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

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Cash	$ 475,262		$ 475,262		$ 451,473
Restricted cash	$ 101,435		101,435
Offering costs			10,799,030
Underwriting commissions			3,450,000
Deferred underwriting commissions			6,900,000
Other offering costs			449,030
Reimbursement of offering expenses			$ 1,035,000
Effective tax rate	148.33%	4.56%	31.15%	0.98%
Statutory tax rate	21%	21%	21%	21%
Federal deposit insurance corporation coverage			$ 250,000
Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs			$ 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
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A [Member]
Numerator:
Allocation of net income, as adjusted	$ (14,161)	$ 525,329	$ 759,659	$ 2,515,907
Denominator:
Basic and diluted weighted average stock outstanding	3,096,262	17,250,000	10,134,032	16,011,050
Basic and diluted net income per share of common stock	$ 0	$ 0.03	$ 0.08	$ 0.16
Class B [Member]
Numerator:
Allocation of net income, as adjusted	$ (19,556)	$ 131,332	$ 325,568	$ 668,786
Denominator:
Basic and diluted weighted average stock outstanding	4,312,500	4,312,500	4,312,500	4,312,500
Basic and diluted net income per share of common stock	$ 0	$ 0.03	$ 0.08	$ 0.16

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
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 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
Diluted net income (loss) per share	$ 0	$ 0.03	$ 0.08	$ 0.16
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
Diluted net income (loss) per share	$ 0	$ 0.03	$ 0.08	$ 0.16

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		6 Months Ended
Initial Public Offering (Details) - USD ($)	Jan. 14, 2022	Jun. 30, 2023
Initial Public Offering (Details) [Line Items]
Initial public offering expire term		5 years
Price per unit		$ 12
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 share	$ 10
IPO [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.

Private Placement (Details)

Private Placement (Details) - USD ($)		6 Months Ended
Private Placement (Details) - USD ($)	Jan. 14, 2022	Jun. 30, 2023
Private Placement (Details) [Line Items]
Aggregate of warrants (in Shares)		8,037,500
Warrants price per share		$ 1
Aggregate purchased amount (in Dollars)		$ 8,037,500
Shares issued, price per share		$ 12
Percentage of obligation to redeem		100%
Private Placement [Member]
Private Placement (Details) [Line Items]
Sale of shares (in Shares)	2,250,000
Shares issued, price per share	$ 10
Gross proceeds (in Dollars)	$ 22,500,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Common stock price per share		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				3 Months Ended		6 Months Ended
Related Party Transactions (Details) - USD ($)	Apr. 12, 2023	Jan. 19, 2022	Jan. 12, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jan. 14, 2022	Jan. 08, 2021
Related Party Transactions (Details) [Line Items]
Exceeds per share (in Dollars per share)				$ 12		$ 12
Per share (in Dollars per share)	$ 0.026
Payments to affiliate						$ 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
Deposited in trust account				105,000		105,000
Outstanding				$ 0		0
Principal amount						300,000
Outstanding working capital loan						50,000
Capital loans						$ 1,500,000
Price per warrant (in Dollars per share)				$ 1		$ 1
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)			562,500
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Exceeds per share (in Dollars per share)								$ 10.2
Total purchased units (in Shares)				1,250,000		1,250,000
Per share (in Dollars per share)				$ 10		$ 10		$ 10.2
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Shares issued (in Shares)			4,312,500
Initial stockholders for cash			$ 25,000
Per share (in Dollars per share)			$ 0.006
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Deposit	$ 35,000
Public per share (in Dollars per share)	$ 0.026
Principal amount	$ 300,000
Outstanding working capital loan						$ 50,000
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Services and advice				$ 172,500		$ 172,500

Commitments (Details)

Commitments (Details) - USD ($)	6 Months Ended	12 Months Ended
Commitments (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Commitments (Details) [Line Items]
Additional units (in Shares)	2,250,000
Underwriting discount percent	2%
Deferred underwriting discount percent	4%
Expenses incurred	$ 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%
Agreed structuring fee	$ 1,000,000
Broker expenses description	The Company also agreed to reimburse the broker-dealer for certain expenses up to $100,00
IPO [Member]
Commitments (Details) [Line Items]
Gross proceeds	$ 3,450,000
Gross proceeds of sale	$ 8,037,500

Stockholders' Deficit and Sha_2

Stockholders' Deficit and Shares Subject to Possible Redemption (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Stockholders' Deficit and Shares Subject to Possible Redemption (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
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.
Expire date	5 years
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.
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.
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
Common stock, par value (in Dollars per share)	$ 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
Common stock outstanding rate	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.
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
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Shares subject to forfeiture	562,500
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	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

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 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
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

Fair Value Measurements (Deta_2

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

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		6 Months Ended
Subsequent Events (Details) - USD ($)	Jul. 10, 2023	Jun. 30, 2023	Jul. 13, 2023
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.
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
Company deposited			$ 35,000