Fortune Rise Acquisition (FRLA) 10-Q 19 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 19, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40990
Entity Registrant Name	FORTUNE RISE ACQUISITION CORPORATION
Entity Central Index Key	0001849294
Entity Tax Identification Number	86-1850747
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	13575 58th Street North
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Clearwater
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33760
City Area Code	(727)
Local Phone Number	440-4603
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		8,390,282
Units Each Consisting Of One Share Of Class Common Stock And One Half Of One Warrant [Member]
Title of 12(b) Security	Units, each consisting of one share of Class A Common
Trading Symbol	FRLAU
Security Exchange Name	NASDAQ
Common Class A [Member]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	FRLA
Security Exchange Name	NASDAQ
Warrants Each Whole Warrant Exercisable For One Share Of Class Common Stock At Exercise Price [Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share
Trading Symbol	FRLAW
Security Exchange Name	NASDAQ

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 152,274	$ 172,314
Prepaid expenses	70,320	4,000
Prepaid expenses - related party	25,000	25,000
Total current assets	247,594	201,314
Investments held in Trust Account	103,815,642	101,942,526
Total Assets	104,063,236	102,143,840
Current liabilities:
Accounts payable and accrued expenses	168,131	156,052
Due to related parties	605,420	50,000
Promissory notes - related party	1,786,250	733,750
Income taxes payable	347,330	271,346
Franchise taxes payable	50,000	199,759
Total current liabilities	2,957,131	1,410,907
Deferred tax liability	100,690	83,724
Deferred underwriters' discount	3,421,250	3,421,250
Total Liabilities	6,479,071	4,915,881
Commitments and Contingencies
Class A Common Stock subject to possible redemption, 9,775,000 shares at redemption value of $10.57 and $10.39 per share as of March 31, 2023 and December 31, 2022, respectively	103,317,622	101,559,697
Stockholders’ Deficit:
Preferred Stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding as of March 31, 2023 and December 31, 2022	0	0
Accumulated deficit	(5,733,767)	(4,332,048)
Total Stockholders' Deficit	(5,733,457)	(4,331,738)
Total Liabilities, Temporary Equity, and Stockholders' Deficit	104,063,236	102,143,840
Common Class A [Member]
Stockholders’ Deficit:
Class B Common Stock, $0.0001 par value; 5,000,000 shares authorized; 2,443,750 shares issued and outstanding as of March 31, 2023 and December 31, 2022	66	66
Common Class B [Member]
Stockholders’ Deficit:
Class B Common Stock, $0.0001 par value; 5,000,000 shares authorized; 2,443,750 shares issued and outstanding as of March 31, 2023 and December 31, 2022	$ 244	$ 244

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common stock subject to possible redemption, outstanding (in shares)		9,775,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value (per share)	$ 0.0001
Common shares, shares authorized	60,000,000
Class A Common Stock Subject to Redemption [Member]
Common stock subject to possible redemption, outstanding (in shares)	9,775,000	9,775,000
Redemption value per share	$ 10.57	$ 10.39
Common Class A [Member]
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	55,000,000	55,000,000
Common shares, shares issued	665,500	665,500
Common shares, shares outstanding	665,500	665,500
Common Class B [Member]
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	5,000,000	5,000,000
Common shares, shares issued	2,443,750	2,443,750
Common shares, shares outstanding	2,443,750	2,443,750

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Formation and operating costs	$ 424,219	$ 230,359
Franchise tax expenses	50,000	48,400
Loss from Operations	(474,219)	(278,759)
Other income:
Dividend earned on investments held in Trust Account	1,095,375	8,137
Income (loss) before income taxes	621,156	(270,622)
Income taxes provision	(264,950)	0
Net income (loss)	$ 356,206	$ (270,622)

CONDENSED STATEMENTS OF OPERA_2

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Common stock subject to redemption [Member]
Weighted-average shares outstanding, basic	9,775,000	9,775,000
Weighted-average shares outstanding, diluted	9,775,000	9,775,000
Basic net income/(loss) per share	$ 0.07	$ (0.02)
Diluted net income/(loss) per share	$ 0.07	$ (0.02)
Common stock not subject to redemption [Member]
Weighted-average shares outstanding, basic	3,109,250	3,109,250
Weighted-average shares outstanding, diluted	3,109,250	3,109,250
Basic net income/(loss) per share	$ (0.11)	$ (0.02)
Diluted net income/(loss) per share	$ (0.11)	$ (0.02)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Preferred Stock [Member]	Class A Common Stock [Member]	Class B Common Stock [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021		$ 66	$ 244	$ (2,429,742)	$ (2,429,432)
Balance at the beginning (in shares) at Dec. 31, 2021		665,500	2,443,750
Accretion of carrying value to redemption value					0
Net loss				(270,622)	(270,622)
Ending balance, value at Mar. 31, 2022		$ 66	$ 244	(2,700,364)	(2,700,054)
Balance at the end (in shares) at Mar. 31, 2022		665,500	2,443,750
Beginning balance, value at Dec. 31, 2022		$ 66	$ 244	(4,332,048)	(4,331,738)
Balance at the beginning (in shares) at Dec. 31, 2022		665,500	2,443,750
Accretion of carrying value to redemption value				(1,757,925)	(1,757,925)
Net loss				356,206	356,206
Ending balance, value at Mar. 31, 2023		$ 66	$ 244	$ (5,733,767)	$ (5,733,457)
Balance at the end (in shares) at Mar. 31, 2023		665,500	2,443,750

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 356,206	$ (270,622)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend earned on investment held in Trust Account	(1,095,375)	(8,137)
Deferred tax expense	16,966	0
Changes in operating assets and liabilities:
Prepaid expenses	(66,320)	33,925
Accounts payable and accrued expenses	12,079	2,696
Income taxes payable	75,984	0
Franchise tax payable	(149,759)	12,439
Net cash used in operating activities	(850,219)	(229,699)
Cash Flows from Investing Activities:
Purchase of investments held in Trust Account	(977,500)	0
Withdraw of investments held in Trust Account	199,759	0
Net cash used in investing activities	(777,741)	0
Cash Flows from Financing Activities:
Proceeds from issuance of promissory notes to a related party	1,052,500	0
Advances from a related party	555,420	0
Net cash provided by financing activities	1,607,920	0
Net Change in Cash	(20,040)	(229,699)
Cash at beginning of the period	172,314	847,171
Cash at end of the period	152,274	617,472
Supplemental Disclosure of Non-cash Financing Activities
Accretion of carrying value to redemption value	$ 1,757,925	$ 0

Organization and Business Opera

Organization and Business Operation	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operation	Note 1 — Organization and Business Operation Fortune Rise Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on February 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has signed a non-binding Letter of Intent of the Proposed Business Combination as discussed below. The Company has selected December 31 as its fiscal year end. As of March 31, 2023 and December 31, 2022, the Company had not commenced any operations. For the period from February 1, 2021 (inception) through March 31, 2023, the Company’s efforts have been limited to organizational activities as well as activities related to the IPO (as defined below). The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company had and will continue to generate non-operating income in the form of dividend income from the proceeds derived from the IPO. The registration statement for the Company’s initial public offering (“IPO”) became effective on November 2, 2021. On November 5, 2021 the Company consummated the IPO of 9,775,000 one share of Class A common stock 0.0001 one-half of one redeemable warrant 11.50 97,750,000 Substantially concurrently with the closing of the IPO, the Company completed the private sale of 545,500 505,500 40,000 10.00 5,455,000 Transaction costs amounted to $ 5,822,268 5,376,250 3,421,250 446,018 The Company also issued 120,000 if the Company extends the time to complete a Business Combination). Following the closing of the IPO and the issuance and the sale of Private Placement Shares on November 5, 2021, $ 99,705,000 if the Company extends the time to complete a Business Combination) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (c) the redemption of the Company’s public shares if it is unable to complete the Business Combination by June 5, 2023 (or up to November 5, 2023 if the Company extends the time to complete a Business Combination), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting fee and taxes payable and interest previously released for working capital purposes on the income earned on the Trust Account) at the time of the agreement to enter into the initial 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 an interest in the target sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The shares of Class A Common Stock subject to redemption was recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have until June 5, 2023 (or up to November 5, 2023, if the Company extends the time to complete a Business Combination) and payment of the extension by our Sponsor, or its affiliates, to complete the initial Business Combination (the “Combination Period”). If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay the Company’s taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the Business Combination within the 18-month time period. The founders have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Founder Shares (defined below), Private Placement Shares, and any public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination by June 5, 2023 (or up to November 5, 2023, if the Company extends the time to complete a Business Combination) and payment of the extension by our Sponsor, or its affiliates, or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination by June 5, 2023 (or up to November 5, 2023, if the Company extends the time to complete a Business Combination) and payment of the extension by our Sponsor, or its affiliates, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame. If the Company submits it initial Business Combination to its stockholders for a vote, the Company will complete its initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. In no event will the Company redeem its public shares of Class A Common Stock in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of public shares of Class A Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims. Termination of Prior Proposed Business Combination On April 26, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among Sigma Merger Sub Inc., a Delaware corporation and its direct, wholly owned subsidiary (“Sigma Merger Sub”), Gamma Merger Sub Inc., a Delaware corporation and its direct, wholly owned subsidiary (“Gamma Merger Sub” and, together with Sigma Merger Sub, “Merger Subs” and each, a “Merger Sub”), VCV Power Sigma, Inc., a Delaware corporation (“Sigma”), VCV Power Gamma, Inc., a Delaware corporation (“Gamma”, and, together with Sigma, “VCV Digital Technology”), and Jerry Tang, in his capacity as the representative for stockholders of VCV Digital Technology and for certain limited purposes under Section 5.13 thereunder. Pursuant to the Merger Agreement, among other things, (i) in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Sigma Merger Sub will merge with and into Sigma, with Sigma surviving the Sigma Merger as our wholly owned subsidiary, and (ii) in accordance with the DGCL, Gamma Merger Sub will merge with and into Gamma, with Gamma surviving the Gamma Merger as its wholly owned subsidiary. On July 19, 2022, pursuant to Section 11.01(a) of the Merger Agreement, the Company and VCV Digital Technology entered into a termination agreement (the “Termination Agreement”) and mutually agreed to terminate the Merger Agreement and the transaction contemplated thereby may be abandoned, effective immediately. Change of Sponsor On December 22, 2022, Water On Demand, Inc. (“WODI”), entered into a Membership Interest Purchase and Transfer Agreement (the “Purchase Agreement”) with Ka Wai Cheung, Koon Lin Chan, and Koon Keung Chan (each a “Seller”, and collectively, the “Sellers”) and the Sponsor, pursuant to which WODI purchased 100 membership interests in the Sponsor (the “Purchased Interests”) from the Sellers, which constitutes 100% of the membership interests in the Sponsor. The Sponsor holds 2,343,750 shares out of 2,443,750 shares of the issued and outstanding shares of Class B Common Stock of the Company. Non-binding Letter of Intent of the Proposed Business Combination On January 5, 2023, the Company filed a press release which announced the signing of a non-binding Letter of Intent with WODI under which the Company proposes to acquire all the outstanding securities of WODI, based on certain material financial and business terms and conditions being met. Extension Amendment on Business Combination On November 4, 2022, an aggregate of $ 977,500 On February 6, 2023, $ 977,500 On April 11, 2023, the Company filed with the Secretary of State of the State of Delaware an amendment (the “ ”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a Business Combination up to six times, each by an additional month, for an aggregate of six additional months (i.e. from May 5, 2023 up to November 5, 2023) or such earlier date as determined by the board of directors. The Company’s stockholders approved the Extension Amendment at a special meeting of stockholders of the Company on April 10, 2023. On May 5, 2023, $ 330,064 Liquidity and Going Concern As of March 31, 2023, the Company had $ 152,274 2,709,537 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The management’s plan in addressing this uncertainty is through the Promissory Notes – related parties and the Working Capital Loans, as defined below (see Note 6). In addition, if the Company is unable to complete a Business Combination within the Combination Period by June 5, 2023 (or up to November 5, 2023, if the Company extends the time to complete a Business Combination) and payment of the extension by our Sponsor, or its affiliates, the Company’s board of directors would commence an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 13, 2023. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The accompanying unaudited condensed financial statements include all adjustments management considers necessary for a fair presentation. Cash 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 no Investments held in Trust Account As of March 31, 2023 and December 31, 2022, $ 103,815,642 101,942,526 Gains and losses resulting from the change in fair value of investments held in Trust Account are accounted as dividend income in the accompanying unaudited condensed statement of operations. Dividend income for the three months ended March 31, 2023 and 2022 amounted to $ 1,095,375 8,137 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant 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, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. The Company accounted for the 4,887,500 Warrants issued with the Initial Public Offering as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Common Stock (including Class A Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Common Stock are classified as stockholders’ equity. The Company’s public shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, shares of Class A Common Stock subject to possible redemption are presented at redemption value of $10.57 and $10.39 per share, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable Class A Common Stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.. Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: · Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. · Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. · Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s current assets and liabilities, which qualify as financial instruments under ASC Topic 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 accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. For the three months ended March 31, 2023 and 2022, the Company has not considered the effect of the warrants sold in the IPO to purchase an aggregate of 4,887,500 Schedule of earnings (loss) per share For the For the Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (1,063,454 ) $ (338,265 ) $ (205,315 ) $ (65,307 ) Accretion of carrying value to redemption value 1,757,925 – – – Allocation of net income (loss) $ 694,471 $ (338,265 ) $ (205,315 ) $ (65,307 ) Denominators: Weighted-average shares outstanding 9,775,000 3,109,250 9,775,000 3,109,250 Basic and diluted net income (loss) per share $ 0.07 $ (0.11 ) $ (0.02 ) $ (0.02 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendment in this Update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has not early adopted this update and it will become effective on January 1, 2024 as the Company is qualified as an emerging growth company. The Company believes the adoption of this ASU would not have a material effect on the Company’s unaudited condensed financial statements.

Investments Held in Trust Accou

Investments Held in Trust Account	3 Months Ended
	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Investments Held in Trust Account	Note 3 — Investments Held in Trust Account As of March 31, 2023 and December 31, 2022, assets held in the Trust Account were comprised of $ 103,815,642 101,942,526 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of assets measured at fair value on a recurring basis Description Level March 31, 2023 December 31, 2022 Assets: Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 103,815,642 $ 101,942,526

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2023
Initial Public Offering
Initial Public Offering	Note 4 — Initial Public Offering Pursuant to the IPO on November 5, 2021, the Company sold 9,775,000 97,750,000 All of the 9,775,000 public shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such public shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A Common Stock subject to redemption to be classified outside of permanent equity. The Company’s redeemable Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of March 31, 2023 and December 31, 2022, the Class A Common Stock reflected on the unaudited condensed balance sheets are reconciled in the following table. Common stock subject to possible redemption Common stock subject to possible redemption, December 31, 2021 $ 99,705,000 Plus: Accretion of carrying value to redemption value 1,854,697 Common stock subject to possible redemption, December 31, 2022 101,559,697 Plus: Accretion of carrying value to redemption value 1,757,925 Common stock subject to possible redemption, March 31, 2023 $ 103,317,622

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2023
Private Placement
Private Placement	Note 5 — Private Placement Substantially concurrently with the closing of the IPO, the Company completed the private sale of 545,500 505,500 40,000 5,455,000

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder and Private Placement Shares On February 18, 2021, the Sponsor acquired 2,443,750 25,000 As of March 31, 2023 and December 31, 2022, there were 2,443,750 The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the IPO (excluding the sale of Private Placement Shares and issuance of the Representative Shares). In November 2021, the Sponsor has transferred an aggregated amount of 443,750 Founder Shares to the Company’s former officers, directors, secretary and their designees at the same price originally paid for such shares prior to the closing of the IPO. As a result of such transfers, US Tiger Securities, Inc., a Representative of the underwriters of the IPO, as the designee of Mr. Lei Huang, former Chief Executive Officer who resigned on December 22, 2022, acquired 122,000 Founder Shares at the same price originally paid for such shares. Dr. Lei Xu, the Company’s former President, Ms. Yuanmei Ma, the Company’s former Chief Financial Officer, Ms. Christy Szeto, the Company’s former secretary, Dr. David Xianglin Li, Mr. Michael Daidov, and Mr. Norman Kristoff, each of the Company’s former directors collectively acquired the remaining 321,750 Founder Shares at the same price originally paid for such shares. On December 22, 2022, the Company’s officers, directors and secretary resigned from their respective positions, returned and sold a total of 343,750 Founder Shares back to the Sponsor with the original purchase price. Out of the issued and outstanding shares of Class B Common Stock, an aggregate of 100,000 The sale of the Founder Shares from Sponsor to the Company’s officers, directors and secretary is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The grant date fair value of the remaining 100,000 shares, net of forfeiture of 343,750 shares, granted to the Company’s officers, directors and secretary was $ 716,250 The holders of the Founder Shares have agreed not to transfer, assign or sell 50% of their Founder Shares until the earlier to occur of: (A) six months after the date of the consummation of the Company’s initial Business Combination, or (B) the date on which the closing price of the Company’s Class A Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and the remaining 50% of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. On November 5, 2021, the Company completed the private sale of 505,500 5,055,000 Representative Shares The Company issued 120,000 Representative Shares to two Representatives without any consideration as part of the IPO compensation. The Representative Shares are identical to the public shares except that the representatives have agreed not to transfer, assign or sell any such representative shares until the completion of the Company’s initial Business Combination. The Representative Shares are deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the commencement of sales in this offering pursuant to FINRA Rule 5110(e)(1). In addition, the Representatives have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account (as defined below) with respect to such shares if the Company fails to complete its initial Business Combination by June 5, 2023 (or up to November 5, 2023, if the Company extends the time to complete a Business Combination) and payment of the extension by our Sponsor, or its affiliates. Prepaid Expenses – Related Party Effective December 1, 2022 (the “Effective Date”), Mr. J Richard Iler, the Company’s Principal Executive Officer, Chief Financial Officer, Secretary, and Treasurer, entered into a Consulting Agreement (the “Agreement”) with the Company and OriginClear, Inc. (OriginClear), a Nevada corporation and the parent company of the Sponsor pursuant to which Mr. Iler received an initial payment of $ 50,000 25,000 25,000 Due to Related Parties In December 2022, OriginClear advanced $ 50,000 50,000 50,000 During the three months ended March 31, 2023, WODI advanced $ 555,420 555,420 0 Promissory Notes — Related Party (Working Capital Loans) On November 4, 2022, an aggregate of $ 977,500 150,000 On February 6, 2023, $ 977,500 On March 16, 2023, the board of directors of the Company approved the issuance of an unsecured promissory note dated March 9, 2023 in the principal amount of $ 75,000 The First Extension Note, the Second Extension Note, and Note 1 (herein referred to as the “Notes”) are non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial Business Combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company. The holders of the Notes have the right, but not the obligation, to convert their Notes, in whole or in part, respectively, into private shares of the Class A common stock (the “Conversion Shares”) of the Company, as described in the prospectus of the Company (File Number 333-256511). The number of Conversion Shares to be received by the holders in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such holders by (y) $10.00. In order to finance transaction costs in connection with an intended initial Business Combination, the founders or an affiliate of the founders or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would repay such loaned amounts. Up to $3,000,000 of such loans may be convertible into working capital shares, at a price of $10.00 per share at the option of the lender. Such working capital shares would be identical to the Private Placement Shares. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. As of March 31, 2023 and December 31, 2022, the Company had borrowings of $ 1,786,250 733,750

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 7 — Commitments & Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Shares and common stocks that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Representatives entitled to underwriting discounts of (i) two percent (2.0%) of the gross proceeds of the IPO, or $1,955,000 in the aggregate and paid at the closing of the IPO and (ii) will be entitled to a deferred underwriting discount of three and a half percent (3.5%) of the gross proceeds of the IPO, or approximately $3,421,250 in the aggregate upon the consummation of a Business Combination.

Deferred Underwriters_ Discount

Deferred Underwriters’ Discount	3 Months Ended
	Mar. 31, 2023
Deferred Underwriters Discount
Deferred Underwriters’ Discount	Note 8 — Deferred Underwriters’ Discount The Company is obligated to pay the underwriters a deferred underwriters’ discount equal to 3.5% of the gross proceeds of the IPO and the sale of over-allotment Option Units. The deferred underwriters’ discount of $3,421,250 will become payable to the Representatives from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination.

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Stockholders’ Deficit	Note 9 — Stockholders’ Deficit Preferred stock 2,000,000 0.0001 no Common stock 60,000,000 0.0001 2,443,750 55,000,000 5,000,000 2,443,750 Class A Common Stock 55,000,000 0.0001 665,500 9,775,000 Class B Common Stock 5,000,000 0.0001 2,443,750 25,000 2,443,750 Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. The Company’s stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Holders of record of the Class A Common Stock and holders of record of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the stockholders, with each share of common stock entitling the holder to one vote except as required by applicable law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the closing of our initial Business Combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution right. Warrants 4,887,500 As of March 31, 2023 and December 31, 2022, 4,887,500 The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file, and within 60 business days following its initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the above, if the Company’s Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may call the warrants for redemption: · in whole and not in part; · at a price of $0.01 per warrant; · upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and · if, and only if, the reported last sale price of the common stock 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 day period ending on third business day before the Company send the notice of redemption to the warrant holders. The Company accounted for the 4,887,500 warrants issued with the IPO as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. The Company accounted for the warrant as an expense of the IPO resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of the warrants of the date of grant date is approximately $ 4.4 million

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 — Income Taxes The Company’s taxable income primarily consists of interest earned on investments held in the Trust Account. The income tax provision (benefit) consists of the following: Schedule of income tax provision (benefit) For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2022 Current Federal $ 194,170 $ – State 53,814 – Deferred Federal (70,902 ) (56,830 ) State (19,650 ) – Valuation allowance 107,518 56,830 Income tax provision $ 264,950 $ – The effective tax rate is 42.6% and 0.0% for the three months ended March 31, 2023 and 2022, respectively. The Company’s net deferred tax assets (liabilities) were as follows as of: Schedule of deferred tax assets March 31, 2023 December 31, 2022 Deferred tax assets: Start-up/organization costs $ 375,407 $ 267,889 Deferred tax liabilities: Accrued dividend income (100,690 ) (83,724 ) Total deferred tax assets, net 274,717 184,165 Valuation allowance (375,407 ) (267,889 ) Deferred tax liability, net $ (100,690 ) $ (83,724 ) As of March 31, 2023 and December 31, 2022, the Company had $ 1,481,189 1,056,970

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after the balance sheet date, up through the date was the Company issued the unaudited condensed financial statements. Extension of Business Combination Deadline On April 10, 2023, at a special meeting of stockholders, 81.61% of stockholders entitled to vote (including holders of Class A and Class B shares of Common Stock on March 3, 2023) approved the filing of an amendment to the Amended and Restated Certificate of Incorporation (the “Amendment”) to extend, upon the request of our Sponsor, and approval by our board of directors, the period of time for the Company to (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, which we refer to as a “business combination,” (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was consummated on November 5, 2021, up to six times, each by an additional month, for an aggregate of six additional months (i.e. from May 5, 2023 up to November 5, 2023) (with an amended price per unredeemed share of Class A common stock of $0.0625) or such earlier date as determined by the board of directors. On April 11, 2023, we filed the Amendment with the Delaware Secretary of State. The stockholder vote to approve the Amendment also triggered a redemption right for the holders of the public shares of Class A Common Stock. As a result of the Amendment, 4,493,968 shares of Class A Common Stock elected to be redeemed for a total redemption amount of $47,501,242 and the Company accrued the 1% excise tax in the amount of $475,012 as a reduction of equity as the Company is uncertain about the structure of business combination and whether additional shares will be issued within the same taxable year. Promissory Notes — Related Party (Working Capital Loans) On May 5, 2023, $330,064.50 (the “Third Extension Payment”) was deposited into the Trust Account, for the public stockholders, representing $0.0625 per public share, which enables the Company to extend the period of time it has to consummate its initial business combination by one month from May 5, 2023 to June 5, 2023 (the “Third Extension”). The Third Extension is the first of the six one-month extensions permitted under the Company’s governing documents. In connection with the Third Extension Payment, the Company issued an unsecured promissory note (the “Third Extension Note”) to WODI. The Third Extension Note is non-interest bearing and payable (subject to the waiver against trust provisions) on the earlier of (i) consummation of the Company’s initial business combination and (ii) the date of the liquidation of the Company. The principal balance may be prepaid at any time, at the election of the Company. The holders of the Notes have the right, but not the obligation, to convert their Notes, in whole or in part, respectively, into private shares of the Class A Common Stock (the “Conversion Shares”) of the Company, as described in the prospectus of the Company (File Number 333-256511). The number of Conversion Shares to be received by the holders in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such holders by (y) $10.00.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 13, 2023.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The accompanying unaudited condensed financial statements include all adjustments management considers necessary for a fair presentation.
Cash	Cash 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 no
Investments held in Trust Account	Investments held in Trust Account As of March 31, 2023 and December 31, 2022, $ 103,815,642 101,942,526 Gains and losses resulting from the change in fair value of investments held in Trust Account are accounted as dividend income in the accompanying unaudited condensed statement of operations. Dividend income for the three months ended March 31, 2023 and 2022 amounted to $ 1,095,375 8,137
Warrants	Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant 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, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. The Company accounted for the 4,887,500 Warrants issued with the Initial Public Offering as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A Common Stock (including Class A Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Common Stock are classified as stockholders’ equity. The Company’s public shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, shares of Class A Common Stock subject to possible redemption are presented at redemption value of $10.57 and $10.39 per share, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable Class A Common Stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account..
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC Topic 820 “ Fair Value Measurements and Disclosures The fair value hierarchy is categorized into three levels based on the inputs as follows: · Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. · Level 2 – Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. · Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s current assets and liabilities, which qualify as financial instruments under ASC Topic 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 accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) per Share	Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable common stock and non-redeemable common stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable common stock. Any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. For the three months ended March 31, 2023 and 2022, the Company has not considered the effect of the warrants sold in the IPO to purchase an aggregate of 4,887,500 Schedule of earnings (loss) per share For the For the Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (1,063,454 ) $ (338,265 ) $ (205,315 ) $ (65,307 ) Accretion of carrying value to redemption value 1,757,925 – – – Allocation of net income (loss) $ 694,471 $ (338,265 ) $ (205,315 ) $ (65,307 ) Denominators: Weighted-average shares outstanding 9,775,000 3,109,250 9,775,000 3,109,250 Basic and diluted net income (loss) per share $ 0.07 $ (0.11 ) $ (0.02 ) $ (0.02 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. The amendment in this Update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, the Board decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company has not early adopted this update and it will become effective on January 1, 2024 as the Company is qualified as an emerging growth company. The Company believes the adoption of this ASU would not have a material effect on the Company’s unaudited condensed financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of earnings (loss) per share	Schedule of earnings (loss) per share For the For the Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Non- Non- Redeemable Redeemable Redeemable Redeemable Common Common Common Common Stock Stock Stock Stock Basic and diluted net income/(loss) per share: Numerators: Allocation of net loss including carrying value to redemption value $ (1,063,454 ) $ (338,265 ) $ (205,315 ) $ (65,307 ) Accretion of carrying value to redemption value 1,757,925 – – – Allocation of net income (loss) $ 694,471 $ (338,265 ) $ (205,315 ) $ (65,307 ) Denominators: Weighted-average shares outstanding 9,775,000 3,109,250 9,775,000 3,109,250 Basic and diluted net income (loss) per share $ 0.07 $ (0.11 ) $ (0.02 ) $ (0.02 )

Investments Held in Trust Acc_2

Investments Held in Trust Account (Tables)	3 Months Ended
	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Schedule of assets measured at fair value on a recurring basis	Schedule of assets measured at fair value on a recurring basis Description Level March 31, 2023 December 31, 2022 Assets: Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 103,815,642 $ 101,942,526

Initial Public Offering (Tables

Initial Public Offering (Tables)	3 Months Ended
	Mar. 31, 2023
Initial Public Offering
Common stock subject to possible redemption	Common stock subject to possible redemption Common stock subject to possible redemption, December 31, 2021 $ 99,705,000 Plus: Accretion of carrying value to redemption value 1,854,697 Common stock subject to possible redemption, December 31, 2022 101,559,697 Plus: Accretion of carrying value to redemption value 1,757,925 Common stock subject to possible redemption, March 31, 2023 $ 103,317,622

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of income tax provision (benefit)	Schedule of income tax provision (benefit) For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2022 Current Federal $ 194,170 $ – State 53,814 – Deferred Federal (70,902 ) (56,830 ) State (19,650 ) – Valuation allowance 107,518 56,830 Income tax provision $ 264,950 $ –
Schedule of deferred tax assets	Schedule of deferred tax assets March 31, 2023 December 31, 2022 Deferred tax assets: Start-up/organization costs $ 375,407 $ 267,889 Deferred tax liabilities: Accrued dividend income (100,690 ) (83,724 ) Total deferred tax assets, net 274,717 184,165 Valuation allowance (375,407 ) (267,889 ) Deferred tax liability, net $ (100,690 ) $ (83,724 )

Organization and Business Ope_2

Organization and Business Operation (Details Narrative) - USD ($)						3 Months Ended
	May 05, 2023	Feb. 05, 2023	Nov. 04, 2022	Nov. 05, 2021	Feb. 18, 2021	Mar. 31, 2023	Dec. 31, 2022	May 11, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Par or Stated Value Per Share						$ 0.0001
Transaction Costs								$ 5,822,268
Sale of Stock, Underwriting fees				$ 5,376,250
Deferred Underwriting Fees				3,421,250
Sale of Stock, Other Offering Costs				$ 446,018
Cash						$ 152,274
WODI [Member] | First Extension [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments to Acquire Businesses, Gross			$ 977,500
WODI [Member] | Second Extension [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments to Acquire Businesses, Gross		$ 977,500
WODI [Member] | Third Extension [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments to Acquire Businesses, Gross	$ 330,064
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued					2,443,750
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Par or Stated Value Per Share						$ 0.0001	$ 0.0001
Number of Shares issued to Representatives as Compensation				120,000
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of units sold				9,775,000
Proceeds from issuance initial public offering				$ 97,750,000
Working Capital						$ 2,709,537
IPO [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued per unit sold				one share of Class A common stock
Common Stock, Par or Stated Value Per Share				$ 0.0001
IPO [Member] | Common Class A [Member] | Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 11.50
IPO [Member] | Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued per unit sold				one-half of one redeemable warrant
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price, per unit				$ 10
Proceeds from Issuance of private placement				$ 5,455,000
Private Placement [Member] | Trust Account [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Restricted Cash				$ 99,705,000
Private Placement [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued				545,500
Private Placement [Member] | Common Class A [Member] | United States Tiger Securities And Ef Hutton [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued				40,000
Private Placement [Member] | Common Class A [Member] | Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued				505,500

Significant Accounting Polici_4

Significant Accounting Policies (Details - Basic and diluted per share) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Redeemable Common Stock [Member]
Allocation of net loss including carrying value to redemption value	$ (1,063,454)	$ (205,315)
Accretion of carrying value to redemption value	1,757,925
Allocation of net income (loss)	$ 694,471	$ (205,315)
Weighted-average shares outstanding	9,775,000	9,775,000
Basic net income/(loss) per share	$ 0.07	$ (0.02)
Diluted net income/(loss) per share	$ 0.07	$ (0.02)
Non Redeemable Common Stock [Member]
Allocation of net loss including carrying value to redemption value	$ (338,265)	$ (65,307)
Allocation of net income (loss)	$ (338,265)	$ (65,307)
Weighted-average shares outstanding	3,109,250	3,109,250
Basic net income/(loss) per share	$ (0.11)	$ (0.02)
Diluted net income/(loss) per share	$ (0.11)	$ (0.02)

Significant Accounting Polici_5

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Cash equivalents	$ 0
Asset, Held-in-Trust	103,815,642		$ 101,942,526
Dividend Income, Operating	1,095,375	$ 8,137
Unrecognized tax benefits	0		0
Accrued for interest and penalties	$ 0		$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		4,887,500

Investments Held in Trust Acc_3

Investments Held in Trust Account (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | U.S. Treasury Securities Money Market Fund [Member]
Marketable Securities [Line Items]
Trust Account - U.S. Treasury Securities Money Market Fund	$ 103,815,642	$ 101,942,526

Investments Held in Trust Acc_4

Investments Held in Trust Account (Details Narrative) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Assets held in trust account	$ 103,815,642	$ 101,942,526

Initial Public Offering (Detail

Initial Public Offering (Details - Common stock dilution) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Initial Public Offering
Temporary Equity, Carrying Amount, Attributable to Parent	$ 103,317,622	$ 101,559,697	$ 99,705,000
Accretion of carrying value to redemption value	$ 1,757,925	$ 1,854,697

Initial Public Offering (Deta_2

Initial Public Offering (Details Narrative) - IPO [Member]	Nov. 05, 2021 USD ($) shares
Subsidiary, Sale of Stock [Line Items]
Number of units sold | shares	9,775,000
Proceeds from issuance initial public offering | $	$ 97,750,000

Private Placement (Details Narr

Private Placement (Details Narrative) - USD ($)	Nov. 05, 2021	Feb. 18, 2021
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		2,443,750
Private Placement [Member] | Private Placement Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	545,500
Proceeds from Issuance or Sale of Equity	$ 5,455,000
Private Placement [Member] | Private Placement Shares [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	505,500
Private Placement [Member] | Private Placement Shares [Member] | Two Representatives [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	40,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)					1 Months Ended		3 Months Ended
	Feb. 06, 2023	Nov. 04, 2022	Nov. 05, 2021	Feb. 18, 2021	Dec. 31, 2022	Nov. 30, 2021	Mar. 31, 2023	Mar. 31, 2022	Mar. 16, 2023
Related Party Transaction [Line Items]
Prepaid Expenses Related Party					$ 25,000		$ 25,000
Payments to Acquire Investments	$ 977,500	$ 977,500					977,500	$ 0
Related party working capital loans					733,750		1,786,250
J Richard Iler [Member]
Related Party Transaction [Line Items]
Professional and Contract Services Expense					50,000
Prepaid Expenses Related Party					25,000		25,000
Origin Clear [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt					50,000
Due to related party					50,000		50,000
WODI [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt					555,420
Due to related party					$ 0		$ 555,420
Principal amount									$ 75,000
Tiger Securities [Member] | Promissory Note With Related Party [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt		$ 150,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding					2,443,750		2,443,750
Common Class A [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding					665,500		665,500
Common Class A [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Number of shares issued			545,500
Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued				2,443,750
Proceeds from Issuance of Common Stock				$ 25,000
Sponsor [Member] | Common Class A [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Number of shares issued			505,500
Proceeds from Issuance of Common Stock			$ 5,055,000
Owned By Former Management [Member] | Class B Common Stock [Member]
Related Party Transaction [Line Items]
Common Stock, Shares, Outstanding							100,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture						$ 716,250

Stockholders_ Deficit (Details

Stockholders’ Deficit (Details Narrative) - USD ($)	Nov. 05, 2021	Mar. 02, 2021	Feb. 18, 2021	Mar. 31, 2023	Dec. 31, 2022	Feb. 19, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)				2,000,000	2,000,000
Preferred stock, par value (per share)				$ 0.0001	$ 0.0001
Preferred stock, shares issued (in shares)				0	0
Preferred stock, shares outstanding (in shares)				0	0
Common stock, shares authorized (in shares)				60,000,000
Common Stock, Par or Stated Value Per Share				$ 0.0001
Common stock, shares issued (in shares)						2,443,750
Temporary Equity, Shares Outstanding					9,775,000
Warrants outstanding				4,887,500	4,887,500
Fair value of warrants				$ 4,400,000
Sponsor [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Common Stock			$ 25,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized (in shares)				55,000,000	55,000,000
Common Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)				665,500	665,500
Common stock, shares outstanding (in shares)				665,500	665,500
Common Class A [Member] | IPO [Member]
Class of Stock [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized (in shares)				5,000,000	5,000,000
Common Stock, Par or Stated Value Per Share				$ 0.0001	$ 0.0001
Common stock, shares issued (in shares)		2,443,750		2,443,750	2,443,750
Common stock, shares outstanding (in shares)				2,443,750	2,443,750
Proceeds from Issuance of Common Stock		$ 25,000
Common Class B [Member] | Sponsor [Member]
Class of Stock [Line Items]
Common stock, shares issued (in shares)				2,443,750
Warrants [Member] | IPO [Member]
Class of Stock [Line Items]
Warrants issued, shares	4,887,500

Income Taxes (Details - Income

Income Taxes (Details - Income tax provision) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Current
Federal	$ 194,170	$ 0
State	53,814	0
Deferred
Federal	(70,902)	(56,830)
State	(19,650)	0
Valuation allowance	107,518	56,830
Income tax provision	$ 264,950	$ 0

Income Taxes (Details - Deferre

Income Taxes (Details - Deferred tax assets) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Start-up/organization costs	$ 375,407	$ 267,889
Deferred tax liabilities:
Accrued dividend income	(100,690)	(83,724)
Total deferred tax assets, net	274,717	184,165
Valuation allowance	(375,407)	(267,889)
Deferred tax liability, net	$ (100,690)	$ (83,724)

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carryovers	$ 1,481,189	$ 1,056,970