Achari Ventures Holdings Corp. I (AVHI) 10-K 24 Apr 23 2022 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 21, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Amendment Flag	false
Document Fiscal Period Focus	FY
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity Registrant Name	Achari Ventures Holdings Corp. I
Entity Central Index Key	0001844507
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, par value $0.0001 per share
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Tax Identification Number	86-1671207
Entity File Number	001-40906
Entity Address, Address Line One	60 Walnut Avenue
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Clark
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07066
City Area Code	732
Local Phone Number	340-0700
Entity Common Stock, Shares Outstanding		3,519,465
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 101,900,000
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York, NY
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Warrant to acquire three-quarters of one share of Common Stock
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 597,306	$ 771,386
Prepaid expenses -current	180,197	228,375
Total current assets	777,503	999,761
Prepaid expenses - non current	0	180,197
Cash and marketable securities held in Trust Account	44,688,320	101,501,875
TOTAL ASSETS	45,465,823	102,681,833
CURRENT LIABILITIES
Accounts payable and accrued expenses	665,059	84,608
Income taxes payable	216,203	0
Franchise tax payable	291,137	114,262
Due to affiliates	0	5,000
Common Stock redemption payable	34,198,758	0
Total current liabilities	35,371,157	203,870
Derivative warrant liabilities	356,666	2,354,000
Deferred underwriting fee payable	3,500,000	3,500,000
Total liabilities	39,227,823	6,057,870
COMMITMENTS AND CONTINGENCIES (NOTE 6) REDEEMABLE COMMON STOCK
REDEEMABLE COMMON STOCK
Common stock subject to possible redemption: 1,019,465 and 10,000,000 shares at redemption value at December 31, 2022 and December 31, 2021.	10,489,562	101,500,000
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	0	0
Common stock; $0.0001 par value; 100,000,000 shares authorized; 2,500,000 shares issued and outstanding (excluding 1,019,465 and 10,000,000 shares subject to possible redemption at December 31, 2022 and 2021, respectively)	250	250
Accumulated deficit	(4,251,812)	(4,876,287)
Total stockholders' deficit	(4,251,562)	(4,876,037)
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS' DEFICIT	$ 45,465,823	$ 102,681,833

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 22, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.0001		$ 0.0001
Preferred stock shares authorized	1,000,000		1,000,000
Preferred stock shares issued	0		0
Preferred stock shares outstanding	0		0
Common stock par value	$ 0.0001	$ 0.05	$ 0.0001
Common stock shares authorized	100,000,000		100,000,000
Common stock shares issued	2,500,000		2,500,000
Common stock shares outstanding	2,500,000		2,500,000
Temporary equity, shares outstanding	1,019,465		10,000,000
Temporary equity, redemption price per share	$ 10.29		$ 10.15

Statements of Income

Statements of Income - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
OPERATING EXPENSES
General and administrative	$ 182,920	$ 1,287,276
Franchise tax	114,262	282,342
Total operating expenses	297,182	1,569,618
OTHER INCOME
Income on over-allotment	95,104	0
Interest and dividend income on investments held in Trust Account	1,875	1,411,854
Change in fair value of warrants	7,632,666	1,997,334
Fair value in excess of sale of private warrants	(4,636,666)	0
Transaction costs allocated to warrant issuance	(57,041)	0
Total other income	3,035,938	3,409,188
INCOME BEFORE PROVISION FOR INCOME TAXES	2,738,756	1,839,570
Income tax provision	0	(216,203)
NET INCOME	$ 2,738,756	$ 1,623,367
Weighted average shares outstanding of common stock, Basic	4,955,882	12,278,562
Weighted average shares outstanding of common stock, Diluted	4,955,882	12,278,562
Basic, net income per share, common stock	$ 0.55	$ 0.13
Diluted, net income per share, common stock	$ 0.55	$ 0.13
Common Stock [Member]
OTHER INCOME
Weighted average shares outstanding of common stock, Basic	4,955,882	12,278,562
Weighted average shares outstanding of common stock, Diluted	4,955,882	12,278,562
Basic, net income per share, common stock	$ 0.55	$ 0.13
Diluted, net income per share, common stock	$ 0.55	$ 0.13

Statements of Changes in Stockh

Statements of Changes in Stockholders' Deficit - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance, shares at Jan. 24, 2021		0
Beginning balance at Jan. 24, 2021	$ 0	$ 0	$ 0	$ 0
Issuance of Common Stock to sponsor, shares		2,875,000
Issuance of Common Stock to sponsor	25,000	$ 288	24,712
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)	11,177,530		11,177,530
Remeasurement for redeemable shares to redemption value	(18,722,219)		(11,202,280)	(7,519,939)
Forfeiture of shares, shares		(375,000)
Forfeiture of shares		$ (38)	38
Net income	2,738,756			2,738,756
Income on over-allotment	(95,104)			(95,104)
Ending balance, shares at Dec. 31, 2021		2,500,000
Ending balance at Dec. 31, 2021	(4,876,037)	$ 250	0	(4,876,287)
Remeasurement for redeemable shares to redemption value	(998,892)			(998,892)
Net income	1,623,367			1,623,367
Income on over-allotment	0
Ending balance, shares at Dec. 31, 2022		2,500,000
Ending balance at Dec. 31, 2022	$ (4,251,562)	$ 250	$ 0	$ (4,251,812)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 2,738,756	$ 1,623,367
Adjustments to reconcile net income to net cash used in operating activities:
Income on over-allotment	(95,104)	0
Interest and dividend income on investments held in Trust Account	(1,875)	(1,411,854)
Issuance of private warrants in excess of fair value	4,636,666	0
Change in fair value of warrants	(7,632,666)	(1,997,334)
Transaction costs allocated to warrant issuance	57,041	0
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(408,572)	228,376
Income taxes payable	0	216,203
Accounts payable and accrued expenses	84,608	580,451
Franchise tax payable	114,262	176,875
Due to affiliate	5,000	(5,000)
Net cash flows used in operating activities	(501,884)	(588,916)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust account for taxes	0	414,836
Cash withdrawn from Trust account in connection with Common Stock redemptions	0	57,810,572
Cash deposited to Trust Account	(101,500,000)	0
Net cash flows provided by (used in) investing activities	(101,500,000)	58,225,408
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of Common Stock	0	(57,810,572)
Proceeds from initial public offering, net of underwriting fee	98,000,000	0
Gross proceeds from sale of private units	5,350,000	0
Proceeds from issuance of shares to Sponsor	25,000	0
Payment of offering Costs	(601,730)	0
Net cash flows (used in) provided by financing activities	102,773,270	(57,810,572)
NET CHANGE IN CASH	771,386	(174,080)
CASH, BEGINNING OF YEAR/PERIOD	0	771,386
CASH, END OF YEAR/PERIOD	771,386	597,306
Supplemental disclosure of non-cash activities:
Initial classification of warrant liability	2,354,000	0
Initial value of Class A common stock subject to possible redemption	101,500,000	0
Deferred underwriting commissions payable charged to additional paid in capital	3,500,000	0
Common stock redemption payable	0	34,198,758
Remeasurement of redeemable shares to redemption value	$ 0	$ 998,892

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Achari Ventures Holdings Corp. I (the “Company”) was incorporated in Delaware on January 25, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The registration statement for the Company’s Initial Public Offering was declared effective on October 14, 2021. On October 19, 2021, the Company consummated the Initial Public Offering of 10,000,000 units (“Units”), each of which consisted of one warrant and one share of Common Stock (the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $100,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,133,333 warrants (“Private Placement Warrants”) at a price of $0.75 per Private Placement Warrant in a private placement to the Company’s sponsor, Achari Sponsor Holdings I LLC (the “Sponsor”), for gross proceeds of $5,350,000 which is described in Note 4. Offering costs for the Initial Public Offering amounted to $6,101,730, consisting of $2,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $601,730 of other costs. As described in Note 6, the $3,500,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination, as further described in the underwriting agreement entered into in connection with the Initial Public Offering. Following the closing of the Initial Public Offering, $101,500,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. 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 Company’s Business Combination and in connection with certain amendments to the Company’s third amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with ASC 480-10-S99, ASC 470-20. ASC 480-10-S99. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Common Stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by January 19, 2023, 15 months from the closing of the Initial Public Offering or by July 19, 2023 (the “Combination Period”) by effecting up to six (6) one-month extensions, 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 per-share On December 22, 2022, the Company reconvened a special meeting of the Company’s shareholders (the “ Special Meeting ”), which had initially been adjourned on December 19, 2022. At the reconvened Special Meeting, the Company’s shareholders approved (i) an amendment (the “ Charter Amendment Proposal ”) to the Company’s second amended and restated certificate of incorporation (the “ Amended Certificate of Incorporation ”), which amended an option included in the Company’s existing amended certificate of incorporation, and which had provided the Company the ability to extend the deadline by which the Company must consummate a business combination by up to three months, or from January 19, 2023 to April 19, 2023 (the “Amended Extended Date”), to instead provide for an extension to consummate a business combination by up to six months, or from January 19, 2023 to July 19, 2023 and (ii) an amendment (the “Trust Amendment Proposal”) to the Company’s Investment Management Trust Agreement (the “Amended Trust Agreement”) to provide that the Company may extend the time period to complete a business combination up to and until the Amended Extended Date on a monthly basis, by, at the Company’s option, depositing into the Company’s trust account the lesser Monthly Extension Option On February 13, 2023, the Company Trust Account Extension Second Extension Certificate of Incorporation Trust Agreement six (6) one-month Extensions The Initial Stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period in connection with the consummation of the Initial Public Offering. However, if the Initial Stockholders decide to acquire Public Shares in addition to their Founder Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be only $10.15 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. At the Company’s Shareholder’s Special meeting held on December 22, 2022 holders of 8,980,535 shares of common stock of the Company exercised their right to redeem their shares for cash at an approximate price of $10.24 per share, for an aggregate payment of approximately $92,009,330, which will be withdrawn from the Company’s trust account to redeem such shares. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 COVID-19 Liquidity and Capital Resources As of December 31, 2022, the Company had cash of $597,306 in its operating bank account and $44,688,320 of cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Common Stock in connection therewith. As of December 31, 2022, approximately $1,411,854 of the amount on deposit in the Trust Account represented interest and dividend income from investments, which is available to pay the Company’s tax obligations. The Company has until January 19, 2023 (which is 15 months from the October 19, 2021 closing of the Company’s Initial Public Offering) or until May 19, 2023 if the initial time period is extended upon request by the Sponsor and through resolution of our board of directors (which is 18 months from the October 19, 2021 closing of the Company’s Initial Public Offering), further on December 22, 2022 in a special meeting of the shareholders, the Company has further extended the period by another 3 months to July 19, 2023 (which is 21 months from the October 19, 2021 closing of our IPO) to consummate its Business Combination. Until the consummation of a Business Combination, the Company is and will continue to use the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. Management has determined that the mandatory liquidation and subsequent dissolution described in Note 1 of the financial statements, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. As described in Note 6, the $3,500,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination subject to the terms of the underwriting agreement. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ 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 December 31, 2022 and December 31, 2021. Investments Held in the Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in a mutual fund that invests in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. amounts were accrued for the payment of interest and penalties for the year ended December 31, 2022 or the period ended December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. (See Note 10) Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on December 31, 2022, 1,019,465 shares of Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit. On December 31, 2022, the Common Stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 100,000,000 Less: Proceeds allocated to Public Warrants (11,900,000 ) Common Stock issuance costs (5,322,219 ) Plus: Remeasurement of carrying value to redemption value 18,722,219 Common Stock subject to possible redemption as of December 31, 2021 $ 101,500,000 Less: Redemption of Common Stock (57,810,572 ) Common Stock redemption payable (34,198,758 ) Plus: Remeasurement of carrying value to redemption value (net) 998,892 Common Stock subject to possible redemption as of December 31, 2022 $ 10,489,562 Net Income per Common Stock The Company has one class of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 12,850,000 shares of Common Stock at $11.50 per share were issued on October 19, 2021. On December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 12,850,000 potential shares of Common Stock for outstanding Public Warrants and Private Placement Warrants to purchase the Common Stock were excluded from diluted earnings per share for the year ending December 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per share of Common Stock is the same as basic net income per shares of Common Stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of stock. For the year ending December 31, 2022 For the period Basic and diluted net income per share: Numerator: Allocation of net income $ 1,623,367 $ 2,738,756 Denominator: Weighted average shares outstanding 12,278,562 4,955,882 Basic and dilution net income per share $ 0.13 $ 0.55 Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and the Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the Company or no material effect is expected on the financial statement as a result of future adoption.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one Public Share, and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase three quarters of one share of Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement Warrants

Private Placement Warrants	12 Months Ended
	Dec. 31, 2022
Private Placement Warrants [Abstract]
Private Placement Warrants	Note 4—Private Placement Warrants On October 19, 2021, simultaneously with the consummation of the Initial Public Offering, the Company consummated the issuance and sale of 7,133,333 Private Placements Warrants in a private placement transaction at a price of $0.75 per Private Placement Warrant, generating gross proceeds of $5,350,000. Each whole Private Placement Warrant will be exercisable to purchase three quarters of one share of Common Stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants and all underlying securities will be worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares In February 2021, our Sponsor paid an aggregate purchase price of $25,000, or approximately $0.009 per share, in consideration of 2,156,250 shares of Common Stock to cover certain expenses of the Company (the “Founder Shares”). In June 2021, we effected a 1.3333-for-1.0 The Sponsor agreed that it will not transfer, assign or sell any Founder Shares until (1) with respect to 50% of the shares, the earlier of six months after the date of the consummation of our Business Combination and the date on which the closing price of the Company’s Common Stock exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading Related Party Loans On January 25, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company borrowed up to an aggregate principal amount of $ non-interest 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, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $0.75 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, there were no Working Capital Loans outstanding. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Support Services During the year, The Company paid the Sponsor $41,625 towards administrative and shared personnel support services.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and any warrants issued upon conversion of Working Capital Loans (and any shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to an agreement entered into in connection with the Company’s Initial Public Offering requiring the Company to register such securities for resale. The holders of a majority of these securities are entitled to make up to three demands, except short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day 45-day The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per Unit, or $3,500,000 from the closing of the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of th

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	Note 7—Stockholders’ Deficit Common Stock O Company held a special meeting of shareholders at which holders redemption As of December 31, 2022, was withdrawn from the Company’s trust account in connection with the payments of such redemption amounts, and the balance of $34,198,758 has been presented as a current liability entitled Common stock redemption payable in the Balance Sheet. With the remainder of such payments being withdrawn promptly thereafter such that the balance of the trust account as of December 31, 2022 was $10,578,661. Preferred Stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were shares of preferred stock issued or outstanding. Public Warrants Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • at any time after the warrants become exercisable; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the reported last sale price of the Public Shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of Common Stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. As of December 31, 2022 and December 31, 2021, there were of Public Warrants outstanding.

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2022
Warrant Liability [Abstract]
Warrant Liabilities	Note 8—Warrant Liabilities Private Warrants—The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the shares of Common Stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable The exercise price and number of shares of Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Common Stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.50 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (x) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (y) the volume weighted average trading price of the Company’s Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Common Stock or equity-linked securities. As of December 31, 2022 there were 7,133,333 of private warrants outstanding.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9—Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2022, the assets held in the Trust Account were held in a mutual fund invested in U.S Treasury Securities. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2022 Level Quoted Prices in Significant Significant Assets: Marketable Securities 1 $ 44,688,320 — — Warrant Liability-Private Placement Warrants 3 — — $ 356,666 December 31, 2021 Level Quoted Prices in Significant Significant Assets: Marketable Securities 1 $ 101,501,875 — — Warrant Liability-Private Placement Warrants 3 — — $ 2,354,000 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Common Stock based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table provides quantitative information regarding Level 3 fair value measurements on at December 31, 2022. December 31, December 31, Stock Price $ 10.22 $ 9.87 Exercise Price $ 11.5 $ 11.5 Term (years) 2.91 6 Volatility 0.2 % 8 % Risk Free Rate 4.24 % 1.35 % Dividend Yield 0 % 0 % The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Fair value as of October 19, 2021 (IPO) $ 9,986,666 Change in fair value (7,632,666 ) Fair value as of December 31, 2021 2,354,000 Change (1,997,334 ) Fair value as of December 31, 2022 $ 356,666

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 10—Income Taxes The total provision (benefit) for income taxes is comprised of the following: Federal December 31, December 31, Current $ 216,203 $ — Deferred (246,333 ) (62,014 ) State and Local Current — — Deferred — — Change in valuation allowance 246,333 62,014 Income tax provision $ 216,203 $ — Deferred tax assets and liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets Start-up $ 308,347 $ 38,019 Unrealized gain/loss — — Net operating loss — 23,995 Total deferred tax asset (liability) 308,347 62,014 Valuation allowance (308,347 ) (62,014 ) Deferred tax asset (liability) net of allowance $ — $ — The Company’s federal net operating loss carryforward as of December In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (approximate) is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrants (22.80 )% (22.00 )% Warrant issuance costs 0.00 % 0.20 % Valuation allowance 13.39 % 0.80 % Income tax provision expense (benefit) 11.59 % (0.00 )% The tax provision differs from the statutory rate of 21% due to the change in fair value of warrants and the valuation allowance against deferred tax assets.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued and has determined that subject to the below, there have been no events that have occurred that would require adjustments to the disclosures of the financial statements. In order to mitigate the current uncertainty surrounding the implementation of the Inflation Reduction Act of 2022, the Company has decided that in the event that the Proposals are approved and implemented as described in the Definitive Proxy Statement, funds in trust, including any interest thereon, will not be used to pay for any excise tax liabilities with respect to any future redemptions that occur after December 31, 2022, and prior to or in connection with a Business Combination or liquidation of the Company and which result from the implementation of the Inflation Reduction Act of 2022. On January 13, 2023, the Company, notified Continental Stock Transfer & Trust Company (the “Trustee”), the trustee of the Company’s trust account (the “Trust Account”), that it was extending (an “Extension”) the time available to the Company to consummate its initial business combination, from January 19, 2023 to February 19, 2023 (the “First Extension”), pursuant to and in accordance with the terms of the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s Amended and Restated Investment Management Trust Agreement (the “Trust Agreement”) the Company deposited $50,973.25 into the Company’s Trust Account. On March 14, 2023, the Company notified the Trustee of the Trust Account, of an Extension of the time available to the Company to consummate its Business Combination, from March 19, 2023 to April 19, 2023, pursuant to and in accordance with the terms of the Third Amended Certificate of Incorporation and the Investment Management Trust Agreement the Company deposited $50,973.25 into the Company’s Trust Account. On April 14, 2023, the Company notified the Trustee of the Trust Account, of an Extension of the time available to the Company to consummate its Business Combination, from April 19, 2023 to May 19, 2023, pursuant to and in accordance with the terms of the Third Amended Certificate of Incorporation and the Investment Management Trust Agreement the Company deposited $50,973.25 into the Company’s Trust Account. As of April 18, 2023 (and, for the avoidance of doubt, inclusive of the deposits into the Trust Account in connection with the exercise of the Extensions), the Trust Account held approximately $10,828,307.47. On January 18, 2023, the Company and Achari Sponsor Holdings I LLC (the “Sponsor”) separately entered into a loan agreement whereby the Company issued a promissory note (the “Promissory Note”) to the Sponsor pursuant to which the Company may borrow up to $1,500,000 in cash from time to time to fund working capital requirements, including with respect to the funding of Extensions. The Promissory Note is currently undrawn and no amounts are outstanding under such Promissory Note. [On January On February 24, 2023, we received a letter from the Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(C), requiring a “Market Value” of “Publicly Held Shares” of at least $15 million. The letter states that the Company has 180 calendar days to regain compliance with Listing Rule 5450(b)(2)(C), or until August 23, 2023. If at any time during this compliance period the Company’s “Market Value” of “Publicly Held Shares” closes at $15,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with a written confirmation of compliance, and this matter will be closed. Alternatively, the Company is reviewing all alternatives, including applying to transfer the Company’s securities to The Nasdaq Capital Market. On March 23, 2023, we received a letter from the Nasdaq notifying the Company that, for the 30 consecutive trading days prior to the date of the letter, the Company’s common stock had traded at a value below the minimum $ “Market Value of Listed Securities” (“MVLS”) requirement set forth in Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock on Nasdaq. In accordance with Listing Rule 5810(c)(3)(C), the Company has , to regain compliance. The letter notes that to regain compliance, the Company’s common stock must trade at or above a level such that the Company’s MVLS closes at or above $50,000,000 for a minimum of ten consecutive business days during the compliance period, which ends September 19, 2023. The letter further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by September 19, 2023, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The Company intends to actively monitor the Company’s MVLS between now and September 19, 2023, 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.]

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. 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. Actual results could differ 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 December 31, 2022 and December 31, 2021.
Investments Held in the Trust Account	Investments Held in the Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in a mutual fund that invests in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in income on investments held in the Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such 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 Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. amounts were accrued for the payment of interest and penalties for the year ended December 31, 2022 or the period ended December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. (See Note 10)
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times Common Stock is classified as stockholders’ equity. The Company’s Common Stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on December 31, 2022, 1,019,465 shares of Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit. On December 31, 2022, the Common Stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 100,000,000 Less: Proceeds allocated to Public Warrants (11,900,000 ) Common Stock issuance costs (5,322,219 ) Plus: Remeasurement of carrying value to redemption value 18,722,219 Common Stock subject to possible redemption as of December 31, 2021 $ 101,500,000 Less: Redemption of Common Stock (57,810,572 ) Common Stock redemption payable (34,198,758 ) Plus: Remeasurement of carrying value to redemption value (net) 998,892 Common Stock subject to possible redemption as of December 31, 2022 $ 10,489,562
Net Income per Common Stock	Net Income per Common Stock The Company has one class of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 12,850,000 shares of Common Stock at $11.50 per share were issued on October 19, 2021. On December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 12,850,000 potential shares of Common Stock for outstanding Public Warrants and Private Placement Warrants to purchase the Common Stock were excluded from diluted earnings per share for the year ending December 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per share of Common Stock is the same as basic net income per shares of Common Stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of stock. For the year ending December 31, 2022 For the period Basic and diluted net income per share: Numerator: Allocation of net income $ 1,623,367 $ 2,738,756 Denominator: Weighted average shares outstanding 12,278,562 4,955,882 Basic and dilution net income per share $ 0.13 $ 0.55
Accounting for Warrants	Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and the Private Placement Warrants issued pursuant to the warrant agreement qualify for liability accounting treatment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 The Company has reviewed other recent accounting pronouncements and concluded that they are either not applicable to the Company or no material effect is expected on the financial statement as a result of future adoption.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of the common stock subject to possible redemption reflected in the balance sheet is reconciled	On December 31, 2022, the Common Stock subject to possible redemption reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 100,000,000 Less: Proceeds allocated to Public Warrants (11,900,000 ) Common Stock issuance costs (5,322,219 ) Plus: Remeasurement of carrying value to redemption value 18,722,219 Common Stock subject to possible redemption as of December 31, 2021 $ 101,500,000 Less: Redemption of Common Stock (57,810,572 ) Common Stock redemption payable (34,198,758 ) Plus: Remeasurement of carrying value to redemption value (net) 998,892 Common Stock subject to possible redemption as of December 31, 2022 $ 10,489,562
Schedule of Earnings Per Share, Basic and Diluted	For the year ending December 31, 2022 For the period Basic and diluted net income per share: Numerator: Allocation of net income $ 1,623,367 $ 2,738,756 Denominator: Weighted average shares outstanding 12,278,562 4,955,882 Basic and dilution net income per share $ 0.13 $ 0.55

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Company's liabilities that are measured at fair value	The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2022 Level Quoted Prices in Significant Significant Assets: Marketable Securities 1 $ 44,688,320 — — Warrant Liability-Private Placement Warrants 3 — — $ 356,666 December 31, 2021 Level Quoted Prices in Significant Significant Assets: Marketable Securities 1 $ 101,501,875 — — Warrant Liability-Private Placement Warrants 3 — — $ 2,354,000
Schedule of quantitative information regarding Level 3 fair value measurements	The following table provides quantitative information regarding Level 3 fair value measurements on at December 31, 2022. December 31, December 31, Stock Price $ 10.22 $ 9.87 Exercise Price $ 11.5 $ 11.5 Term (years) 2.91 6 Volatility 0.2 % 8 % Risk Free Rate 4.24 % 1.35 % Dividend Yield 0 % 0 %
Schedule of changes in the fair value of Level 3 warrant liabilities	The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Fair value as of October 19, 2021 (IPO) $ 9,986,666 Change in fair value (7,632,666 ) Fair value as of December 31, 2021 2,354,000 Change (1,997,334 ) Fair value as of December 31, 2022 $ 356,666

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule Of Components Of Income Tax Expense Benefit	The total provision (benefit) for income taxes is comprised of the following: Federal December 31, December 31, Current $ 216,203 $ — Deferred (246,333 ) (62,014 ) State and Local Current — — Deferred — — Change in valuation allowance 246,333 62,014 Income tax provision $ 216,203 $ —
Schedule Of Deferred Tax Assets And Liabilities	The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, December 31, Deferred tax assets Start-up $ 308,347 $ 38,019 Unrealized gain/loss — — Net operating loss — 23,995 Total deferred tax asset (liability) 308,347 62,014 Valuation allowance (308,347 ) (62,014 ) Deferred tax asset (liability) net of allowance $ — $ —
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (approximate) is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrants (22.80 )% (22.00 )% Warrant issuance costs 0.00 % 0.20 % Valuation allowance 13.39 % 0.80 % Income tax provision expense (benefit) 11.59 % (0.00 )%

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details) - USD ($)			11 Months Ended	12 Months Ended
	Dec. 22, 2022	Oct. 19, 2021	Dec. 31, 2021	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Entity incorporation, date of incorporation				Jan. 25, 2021
Proceeds from issuance initial public offering			$ 98,000,000	$ 0
Offering costs			601,730	0
Payments for underwriting expense				2,000,000
Deferred underwriting fees payable, noncurrent				3,500,000
Payments to acquire restricted investments		$ 101,500,000	$ 101,500,000	$ 0
Per share value of restricted assets		$ 10.15
Term of restricted investments		180 days
Temporary equity, redemption price per share			$ 10.15	$ 10.29
Minimum net worth required for compliance				$ 5,000,001
Percentage of the public shares for which restriction applied				15%
Percentage of public shares to be redeemed in case business combination is not consummated				100%
Business combination consummation date				Jan. 19, 2023
Period within which business combination shall be consummated from the consummation of initial public offer				15 months
Number of days within which the public shares shall be redeemed				10 days
Liquidation basis of accounting, accrued costs to dispose of assets and liabilities				$ 100,000
Temporary equity, liquidation preference per share				$ 10.15
Cash And Cash Equivalents				$ 597,306
Assets Held In Trust			$ 101,501,875	$ 44,688,320
Common stock par value	$ 0.05		$ 0.0001	$ 0.0001
Temporary equity stock redeemed during the period shares	8,980,535
Cash withdrawn from Trust Account per share for redemption of shares	$ 10.24
Cash withdrawn from Trust Account for redemption of shares	$ 92,009,330
Trust Account [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Interest income on investments held in Trust Account				$ 1,411,854
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Prospective assets of acquiree as a percentage of fair value of assets in the trust account				80%
Assets Held In Trust	$ 100,000
Minimum [Member] | Business Combination [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment, ownership percentage				50%
Underwriting Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred underwriting fees payable, noncurrent		$ 3,500,000
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Offering costs		6,101,730
Payments for underwriting expense		2,000,000
Deferred underwriting fees payable, noncurrent		3,500,000
Other offering costs		$ 601,730
Number of shares issued per unit				1
Number of warrants issued per unit				1
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrant or right issued during period, warrants		7,133,333
Class of warrant or right issued during period, warrants, price per warrant		$ 0.75
Proceeds from issuance of warrants		$ 5,350,000
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of warrants			$ 11,900,000
Offering costs			$ 5,322,219
Common Stock [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, Shares		10,000,000
Shares issued, price per share		$ 10
Proceeds from issuance initial public offering		$ 100,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of the Common Stock subject to possible redemption reflected in the balance sheet is reconciled (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule of the common stock subject to possible redemption reflected in the balance sheet is reconciled [Line Items]
Gross proceeds	$ 25,000	$ 0
Common Stock issuance costs	(601,730)	0
Redemption of Common Stock	0	57,810,572
Common Stock subject to possible redemption	101,500,000	10,489,562
Common Stock [Member]
Schedule of the common stock subject to possible redemption reflected in the balance sheet is reconciled [Line Items]
Gross proceeds	100,000,000
Proceeds allocated to Public Warrants	(11,900,000)
Common Stock issuance costs	(5,322,219)
Plus: Remeasurement of carrying value to redemption value	18,722,219
Redemption of Common Stock		(57,810,572)
Common Stock redemption payable		(34,198,758)
Plus: Remeasurement of carrying value to redemption value (net)		998,892
Common Stock subject to possible redemption	$ 101,500,000	$ 10,489,562

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Numerator:
Allocation of net income	$ 2,738,756	$ 1,623,367
Denominator:
Weighted Average Number Of Shares Outstanding Basic	4,955,882	12,278,562
Weighted Average Number of Shares Outstanding, Diluted	4,955,882	12,278,562
Earnings (loss) Per Share, Basic	$ 0.55	$ 0.13
Earnings (loss) Per Share, Diluted	$ 0.55	$ 0.13

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Oct. 19, 2021
Cash and Cash Equivalents [Line Items]
Cash equivalents at carrying value	$ 0	$ 0
Cash, FDIC insured amount	250,000	250,000
Unrecognized tax benefits	0	0
Unrecognized tax benefits, Income tax penalties and interest accrued	$ 0	$ 0
Temporary equity, shares outstanding	1,019,465	10,000,000
Class of Warrant or Right, Outstanding			12,850,000
Class of warrant or right, Exercise price of warrants or rights			$ 11.5
Class Of Warrant Or Right Exercisable, shares	0
Common Class A [Member] | Public And Private Placement Warrants [Member]
Cash and Cash Equivalents [Line Items]
Class of Warrant or Right, Outstanding	12,850,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details)	Oct. 19, 2021 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Class of warrant or right, Exercise price of warrants or rights | $ / shares	$ 11.5
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, Conversion basis	Each Unit consists of one Public Share, and one redeemable warrant (each, a “Public Warrant”)
Common Stock [Member] | IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, Shares | shares	10,000,000
Shares issued, Price per share | $ / shares	$ 10
Class of warrant or right, Number of securities called by each warrant or right | shares	3
Common Stock [Member] | IPO [Member] | Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Class of warrant or right, Number of securities called by each warrant or right | shares	3
Class of warrant or right, Exercise price of warrants or rights | $ / shares	$ 11.5

Private Placement Warrants - Ad

Private Placement Warrants - Additional Information (Details) - USD ($)		11 Months Ended
	Oct. 19, 2021	Dec. 31, 2021
Private Placement Warrants [Line Items]
Class of warrant or right, Exercise price of warrants or rights	$ 11.5
Private Placement | Private Placement Warrants | sponsor
Private Placement Warrants [Line Items]
Class of warrant or right issued during period, Warrants	7,133,333
Class of warrant or right issued during period, Warrants, Price per warrant	0.75
Proceeds from issuance of warrants	$ 5,350,000
Common Stock [Member]
Private Placement Warrants [Line Items]
Proceeds from issuance of warrants		$ 11,900,000
Common Stock [Member] | IPO [Member]
Private Placement Warrants [Line Items]
Class of warrant or right, Number of securities called by each warrant or right	3
Common Stock [Member] | IPO [Member] | Private Placement Warrants
Private Placement Warrants [Line Items]
Class of warrant or right, Number of securities called by each warrant or right	3
Class of warrant or right, Exercise price of warrants or rights	$ 11.5

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details)	1 Months Ended		11 Months Ended	12 Months Ended
	Jun. 30, 2021	Feb. 28, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Oct. 19, 2021 $ / shares	Jan. 25, 2021 USD ($)
Related Party Transaction [Line Items]
Common stock shares outstanding | shares			2,500,000	2,500,000
Stock issued during period, Value, Issued for services			$ 25,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Debt instrument, Convertible, Carrying amount of equity component				$ 1,500,000
Debt instrument, Convertible, Conversion price | $ / shares				$ 750,000
Bank overdrafts			$ 0	$ 0
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common Stock, Other Shares, Outstanding | shares				375,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument, Face amount						$ 300,000
Debt instrument, Payment terms				payable on the earlier of(i) December 31, 2021 or (ii) the consummation of the Initial Public Offering
Sponsor [Member] | Administrative And Shared Personnel Services [Member]
Related Party Transaction [Line Items]
Payment towards administration support and other services				$ 41,625
Sponsor [Member] | IPO [Member] | Not Purchased Any Public Shares [Member]
Related Party Transaction [Line Items]
Equity method investment, ownership percentage					20%
Founder Shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock issued during period, Shares, Issued for services | shares		2,156,250
Common stock shares outstanding | shares				2,875,000
Stock issued during period, Value, Issued for services		$ 25,000
Shares issued, Price per share | $ / shares		$ 0.009
Founder Shares [Member] | Sponsor [Member] | Restriction On Transfer Of Founder Shares Event One [Member]
Related Party Transaction [Line Items]
Percentage of shares subject to Lock up				50%
Lock up period				6 months
Founder Shares [Member] | Sponsor [Member] | Restriction On Transfer Of Founder Shares Event Two [Member]
Related Party Transaction [Line Items]
Percentage of shares subject to Lock up				50%
Lock up period				6 months
Common Stock [Member]
Related Party Transaction [Line Items]
Stock issued during period, Shares, Issued for services | shares			2,875,000
Stock split, Conversion ratio	1.3333
Stock issued during period, Value, Issued for services			$ 288
Number of trading days determining share price				20 days
Number Of Consecutive Trading Days Determining Share Price				30 days
Common Stock [Member] | IPO [Member]
Related Party Transaction [Line Items]
Shares issued, Price per share | $ / shares					$ 10
Common Stock [Member] | Restriction On Transfer Of Founder Shares Event One [Member]
Related Party Transaction [Line Items]
Number of trading days determining share price				20 days
Number Of Consecutive Trading Days Determining Share Price				30 days
Common Stock [Member] | Restriction On Transfer Of Founder Shares Event One [Member] | Share Price Exceeds Twelve Point Fifty USD [Member]
Related Party Transaction [Line Items]
Share price | $ / shares				$ 12.5

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail)		12 Months Ended
	Oct. 19, 2021 USD ($)	Dec. 31, 2022 USD ($) Number $ / shares shares
Loss Contingencies [Line Items]
Payments for Underwriting Expense		$ 2,000,000
Deferred Compensation Liability, Classified, Noncurrent		$ 3,500,000
IPO [Member]
Loss Contingencies [Line Items]
Payments for Underwriting Expense	$ 2,000,000
Deferred Compensation Liability, Classified, Noncurrent	3,500,000
Underwriting Agreement [Member]
Loss Contingencies [Line Items]
Deferred Compensation Liability, Classified, Noncurrent	$ 3,500,000
Underwriting Agreement [Member] | IPO [Member]
Loss Contingencies [Line Items]
Option Vesting Period		45 days
Underwriting Discount Per Unit | $ / shares		$ 0.2
Deferred Underwriting Commission Per Unit | $ / shares		$ 0.35
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Loss Contingencies [Line Items]
Option Vesting Period		45 days
Common Stock, Shares Subscribed but Unissued | shares		1,500,000
Registration Rights Agreement [Member]
Loss Contingencies [Line Items]
Number Of Demands That Can Be Made | Number		3

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - USD ($)		12 Months Ended
	Dec. 22, 2022	Dec. 31, 2022	Dec. 31, 2021	Oct. 19, 2021
Subsidiary or Equity Method Investee [Line Items]
Common stock shares authorized		100,000,000	100,000,000
Common stock shares issued		2,500,000	2,500,000
Common stock shares outstanding		2,500,000	2,500,000
Temporary Equity, Shares Outstanding		1,019,465	10,000,000
Preferred stock shares authorized		1,000,000	1,000,000
Preferred stock par value		$ 0.0001	$ 0.0001
Preferred stock shares issued		0	0
Preferred stock shares outstanding		0	0
Class of warrant or right, Number of days after the completion of business combination from which warrants or rights becomes exercisable		30 days
Number of days after closing of business combination within which the securities shall be registered		15 days
Number of days after closing of business combination within which the securities registration shall be effective		60 days
Class of Warrant or Right, Outstanding				12,850,000
Temporary equity stock redeemed during the period shares	8,980,535
Cash withdrawn from Trust Account per share for redemption of shares	$ 10.24
Cash withdrawn from Trust Account for redemption of shares	$ 92,009,330
Proceeds from Sale of Restricted Investments		$ 57,810,572
Assets held-in-trust, noncurrent		10,578,661
Common stock subject to mandatory redemption current		$ 34,198,758
Common Stock [Member]
Subsidiary or Equity Method Investee [Line Items]
Number of trading days determining share price		20 days
Number of consecutive trading days determining share price		30 days
Share Price Equals Or Exceeds Sixteen Point Fifty USD [Member] | Common Stock [Member]
Subsidiary or Equity Method Investee [Line Items]
Share price		$ 16.5
Public Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of warrant or right, Number of years from the closing of the proposed public offering from which warrants or rights becomes exercisable		5 years
Warrants or rights outstanding, Term		1 year
Class of warrant or right, Redemption price per warrant		$ 0.01
Minimum notice period		30 days
Class of Warrant or Right, Outstanding		10,000,000	10,000,000

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2022	Oct. 19, 2021
Subsidiary or Equity Method Investee [Line Items]
Class of warrant or right, Exercise price, Adjustment percentage	115%
Class of Warrant or Right, Outstanding		12,850,000
Private Warrants [Member]
Subsidiary or Equity Method Investee [Line Items]
Class of Warrant or Right, Outstanding	7,133,333
Common Stock [Member]
Subsidiary or Equity Method Investee [Line Items]
Proceeds from equity used for funding business combination as a percentage of the total	60%
Number of trading days determining volume weighted average trading price of shares	20 days
Common Stock [Member] | Share Price Less Than Nine Point Fifty USD [Member]
Subsidiary or Equity Method Investee [Line Items]
Share price	$ 9.5
Common Stock [Member] | Share Price Below Nine Point Fifty USD [Member]
Subsidiary or Equity Method Investee [Line Items]
Volume weighted average trading price of share	$ 9.5

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Company's liabilities that are measured at fair value (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	$ 44,688,320	$ 101,501,875
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable Securities	44,688,320	101,501,875
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability-Private Placement Warrants	$ 356,666	$ 2,354,000

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of quantitative information regarding Level 3 fair value measurements (Detail) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock Price	10.22	9.87
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Exercise Price	$ 11.5	$ 11.5
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term (years)	2 years 10 months 28 days	6 years
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Volatility	0.20%	8%
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk Free Rate	4.24%	1.35%
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend Yield	0%	0%

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of changes in the fair value of Level 3 warrant liabilities (Detail) - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Fair Value Adjustment of Warrants
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning balance	$ 9,986,666	$ 2,354,000
Change in fair value	(7,632,666)	(1,997,334)
Fair value, Ending balance	$ 2,354,000	$ 356,666

Income Taxes - Schedule Of Comp

Income Taxes - Schedule Of Components Of Income Tax Expense Benefit (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Federal
Current	$ 216,203	$ 0
Deferred	(246,333)	(62,014)
State and Local
Current	0	0
Deferred	0	0
Change in valuation allowance	246,333	62,014
Income tax provision	$ 216,203	$ 0

Income Taxes - Schedule Of Defe

Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Components of Deferred Tax Assets [Abstract]
Start-up costs	$ 308,347	$ 38,019
Unrealized gain/loss	0	0
Net operating loss	0	23,995
Total deferred tax asset (liability)	308,347	62,014
Valuation allowance	(308,347)	(62,014)
Deferred tax asset (liability) net of allowance	$ 0	$ 0

Income Taxes - Schedule Of Effe

Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Detail)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Change in fair value of warrants	(22.80%)	(22.00%)
Warrant issuance costs	0%	0.20%
Valuation allowance	13.39%	0.80%
Income tax provision expense (benefit)	11.59%	0%

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Change in valuation allowance	$ 246,333	$ 62,014
Operating Loss Carryforwards	$ 0	$ 112,387

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Mar. 23, 2023	Feb. 24, 2023	Jan. 22, 2023	Apr. 18, 2023	Apr. 14, 2023	Mar. 14, 2023	Jan. 18, 2023	Jan. 13, 2023	Dec. 31, 2022	Dec. 22, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Asset held in trust account									$ 44,688,320		$ 101,501,875
Common Stock, Value, Issued									250		$ 250
Assets held in trust account non current									$ 10,578,661
Minimum [Member]
Subsequent Event [Line Items]
Asset held in trust account										$ 100,000
Subsequent Event
Subsequent Event [Line Items]
Asset held in trust account					$ 50,973.25	$ 50,973.25		$ 50,973.25
Period to regain compliance			45
Minimum shares for stock exchange listing			1,100,000
Assets held in trust account non current				$ 10,828,307.47
Subsequent Event | Maximum [Member]
Subsequent Event [Line Items]
Period to regain compliance	September 19, 2023	August 23, 2023
Minimum market value for stock exchange listing		$ 15,000,000
Subsequent Event | Minimum [Member]
Subsequent Event [Line Items]
Common Stock, Value, Issued	$ 50,000,000
Period to regain compliance	180	180
Minimum market value for stock exchange listing		$ 15,000,000
Subsequent Event | Sponsor [Member]
Subsequent Event [Line Items]
Debt instrument, Face amount							$ 1,500,000