Future Health ESG (FHLTW) 10-Q 7 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 07, 2023
Document Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Entity File Number	001-40788
Entity Registrant Name	Future Health ESG Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2305680
Entity Address, Address Line One	8 The Green
Entity Address, Address Line Two	Suite 12081
Entity Address, City or Town	Dover
Entity Address State Or Province	DE
Entity Address, Postal Zip Code	19901
City Area Code	833
Local Phone Number	388-8734
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
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		6,591,537
Entity Central Index Key	0001851182
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Units, each consisting of one share of common stock and one-half of one redeemable warrant
Document Entity Information
Title of 12(b) Security	Units, each consisting of one share of common stock and one-half of one redeemable warrant
Trading Symbol	FHLTU
Security Exchange Name	NASDAQ
Common stock
Document Entity Information
Title of 12(b) Security	Common stock par value $0.0001 per share
Trading Symbol	FHLT
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50
Document Entity Information
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol	FHLTW
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 320,619	$ 837,692
Prepaid expenses	65,371	89,446
Total current assets	385,990	927,138
Marketable securities held in Trust Account	16,700,504	16,331,249
Total Assets	17,086,494	17,258,387
Current liabilities:
Accrued expenses and accounts payable	1,103,948	1,050,386
Franchise and income taxes payable	95,746	264,859
Total current liabilities	1,199,694	1,315,245
Deferred underwriting and advisory fees payable	9,000,000	9,000,000
Total liabilities	10,199,694	10,315,245
Commitments and Contingencies
Common stock subject to possible redemption; 1,591,537 shares issued and outstanding at redemption value of $10.49 and $10.26 per share as of June 30, 2023 and December 31, 2022, respectively	16,700,504	16,331,249
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 26,000,000 and 500,000,000 shares authorized as of June 30, 2023 and December 31, 2022, respectively; 5,000,000 shares issued and outstanding	500	500
Additional paid-in capital	0	0
Accumulated deficit	(9,814,204)	(9,388,607)
Total stockholders' deficit	(9,813,704)	(9,388,107)
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit	$ 17,086,494	$ 17,258,387

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Temporary equity, shares issued	1,591,537	1,591,537
Temporary equity, shares outstanding	1,591,537	1,591,537
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock authorized	26,000,000	500,000,000
Common stock, shares issued	5,000,000	5,000,000
Common stock, shares outstanding	5,000,000	5,000,000
Common stock subject to possible redemption
Temporary equity, shares issued	1,591,537	1,591,537
Temporary equity, shares outstanding	1,591,537	1,591,537
Common shares, redemption value (in dollars per share)	$ 10.49	$ 10.26

UNAUDITED STATEMENTS OF OPERATI

UNAUDITED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
General and administrative expenses	$ 103,386	$ 1,033,258	$ 342,895	$ 1,153,543
Franchise tax expense	6,700	50,000	15,603	100,000
Loss from operations	(110,086)	(1,083,258)	(358,498)	(1,253,543)
Interest income on cash balance	3,022	1,220	9,074	2,538
Gain on marketable securities (net), dividends and interest, held in Trust Account	194,638	285,400	369,255	301,805
Total other income, net	197,660	286,620	378,329	304,343
Income (Loss) before provision for income taxes	87,574	(796,638)	19,831	(949,200)
Provision for income taxes	(40,102)	(29,369)	(76,173)	(29,369)
Net income (loss)	$ 47,472	$ (826,007)	$ (56,342)	$ (978,569)
Common stock subject to possible redemption
Weighted average shares outstanding, basic	1,591,537	20,000,000	1,591,537	20,000,000
Weighted average shares outstanding, diluted	1,591,537	20,000,000	1,591,537	20,000,000
Basic net income (loss) per share	$ 0.01	$ (0.03)	$ (0.01)	$ (0.04)
Diluted net income (loss) per share	$ 0.01	$ (0.03)	$ (0.01)	$ (0.04)
Common stock not subject to possible redemption
Weighted average shares outstanding, basic	5,000,000	5,000,000	5,000,000	5,000,000
Weighted average shares outstanding, diluted	5,000,000	5,000,000	5,000,000	5,000,000
Basic net income (loss) per share	$ 0.01	$ (0.03)	$ (0.01)	$ (0.04)
Diluted net income (loss) per share	$ 0.01	$ (0.03)	$ (0.01)	$ (0.04)

UNAUDITED STATEMENTS OF CHANGES

UNAUDITED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($)	Common stock subject to possible redemption Common stock	Common stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance as of beginning at Dec. 31, 2021	$ 201,000,000	$ 500		$ (7,490,932)	$ (7,490,432)
Balance as of beginning (in shares) at Dec. 31, 2021	20,000,000	5,000,000
CHANGES IN SHAREHOLDERS' DEFICIT
Net income (loss)				(152,562)	(152,562)
Balance as of ending at Mar. 31, 2022	$ 201,000,000	$ 500		(7,643,494)	(7,642,994)
Balance as of ending (in shares) at Mar. 31, 2022	20,000,000	5,000,000
Balance as of beginning at Dec. 31, 2021	$ 201,000,000	$ 500		(7,490,932)	(7,490,432)
Balance as of beginning (in shares) at Dec. 31, 2021	20,000,000	5,000,000
CHANGES IN SHAREHOLDERS' DEFICIT
Remeasurement adjustment on redeemable common stock					(1,957,482)
Balance as of ending at Dec. 31, 2022	$ 16,331,249	$ 500	$ 0	(9,388,607)	(9,388,107)
Balance as of ending (in shares) at Dec. 31, 2022	1,591,537	5,000,000
Balance as of beginning at Mar. 31, 2022	$ 201,000,000	$ 500		(7,643,494)	(7,642,994)
Balance as of beginning (in shares) at Mar. 31, 2022	20,000,000	5,000,000
CHANGES IN SHAREHOLDERS' DEFICIT
Adjustment to deferred underwriting and advisory fees payable				302,730	302,730
Remeasurement adjustment on redeemable common stock	$ 163,373			(163,373)	(163,373)
Net income (loss)				(826,007)	(826,007)
Balance as of ending at Jun. 30, 2022	$ 201,163,373	$ 500		(8,330,144)	(8,329,644)
Balance as of ending (in shares) at Jun. 30, 2022	20,000,000	5,000,000
Balance as of beginning at Dec. 31, 2022	$ 16,331,249	$ 500	0	(9,388,607)	(9,388,107)
Balance as of beginning (in shares) at Dec. 31, 2022	1,591,537	5,000,000
CHANGES IN SHAREHOLDERS' DEFICIT
Remeasurement adjustment on redeemable common stock	$ 174,617			(174,617)	(174,617)
Net income (loss)				(103,814)	(103,814)
Balance as of ending at Mar. 31, 2023	$ 16,505,866	$ 500		(9,667,038)	(9,666,538)
Balance as of ending (in shares) at Mar. 31, 2023	1,591,537	5,000,000
Balance as of beginning at Dec. 31, 2022	$ 16,331,249	$ 500	$ 0	(9,388,607)	(9,388,107)
Balance as of beginning (in shares) at Dec. 31, 2022	1,591,537	5,000,000
CHANGES IN SHAREHOLDERS' DEFICIT
Remeasurement adjustment on redeemable common stock					(369,255)
Balance as of ending at Jun. 30, 2023	$ 16,700,504	$ 500		(9,814,204)	(9,813,704)
Balance as of ending (in shares) at Jun. 30, 2023	1,591,537	5,000,000
Balance as of beginning at Mar. 31, 2023	$ 16,505,866	$ 500		(9,667,038)	(9,666,538)
Balance as of beginning (in shares) at Mar. 31, 2023	1,591,537	5,000,000
CHANGES IN SHAREHOLDERS' DEFICIT
Remeasurement adjustment on redeemable common stock	$ 194,638			(194,638)	(194,638)
Net income (loss)				47,472	47,472
Balance as of ending at Jun. 30, 2023	$ 16,700,504	$ 500		$ (9,814,204)	$ (9,813,704)
Balance as of ending (in shares) at Jun. 30, 2023	1,591,537	5,000,000

UNAUDITED STATEMENTS OF CASH FL

UNAUDITED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ 47,472	$ (826,007)	$ (56,342)	$ (978,569)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on marketable securities (net), dividends and interest, held in Trust Account	(194,638)	(285,400)	(369,255)	(301,805)
Changes in operating assets and liabilities:
Prepaid expenses and other assets			24,075	17,583
Franchise and income taxes payable			(169,113)	(13,412)
Accounts payable and accrued expenses			53,562	648,955
Net cash used in operating activities			(517,073)	(627,248)
Cash Flows from Investing Activities:
Withdrawal of earnings from Trust Account				142,781
Net cash provided by investing activities				142,781
Net decrease in cash			(517,073)	(484,467)
Cash - beginning of period			837,692	1,446,482
Cash - end of period	$ 320,619	$ 962,015	320,619	962,015
Supplementary cash flow information:
Cash paid for income taxes			144,810
Supplemental disclosure of noncash investing and financing activities:
Remeasurement adjustment on redeemable common stock			$ 369,255	163,373
Adjustment to deferred underwriting and advisory fees payable				$ 302,730

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2023
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Organization and General Future Health ESG Corp. (the “Company”) is a blank check company incorporated in Delaware on February 25, 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 is an “emerging growth company”, and as such, the Company is subject to all the risks associated with emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. All activity for the period from February 25, 2021 (inception) through June 30, 2023 relates to the Company’s formation, the initial public offering described below, and, since the initial public offering, the search for a target business for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents held in the trust and operating accounts. The Company has selected December 31 as its fiscal year end. On September 9, 2021, (the “Company”) consummated its initial public offering (the “IPO” or “Initial Public Offering”) of 20,000,000 units (the “Units”). Each Unit consists of one share of common stock and one-half Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 7,375,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant (the “Private Placement”) to Future Health ESG Associates 1, LLC (the “Sponsor”) and Cantor Fitzgerald & Co, generating gross proceeds to the Company of $7,375,000, as further described in Note 4. Transaction costs amounted to $21,881,745, including $9,000,000 in deferred underwriting and advisory fees payable, $4,019,555 in upfront underwriting fees, $8,163,891 in offering costs allocated to the fair value of the common shares offered to anchor investors by certain related parties (see Note 3), and $698,299 in other offering costs related to the Initial Public Offering. A total of $201,000,000 ($10.05 per redeemable share sold in the IPO), comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account (“Trust Account”) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 15 months from the closing of the IPO (by December 14, 2022) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if it has not completed its initial business combination within 15 months from the closing of the IPO, subject to applicable law. On December 9, 2022, the Company held a special meeting of stockholders at which the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate its initial business combination from December 14, 2022 to December 31, 2023. In connection with the special meeting, stockholders holding 18,408,463 shares of the Company’s common stock exercised their right to redeem their shares for a pro rata portion of the Trust Account. As a result, $186,626,233 million (approximately $10.14 per public share) was removed from the Trust Account to pay such holders. Following the redemptions, the Company has 1,591,537 redeemable shares outstanding. In connection with the special meeting, the Company announced that in exchange for not electing to redeem their shares, the holder of each non-redeemed share would receive a warrant for purchase of one share of the Company’s common stock at an exercise price of $10.00 at any time prior to December 31, 2028 (the “Non-Redemption Warrants” and such program the “Non-Redemption Incentive Program”). The Non-Redemption Warrants would include an anti-dilution feature wherein the exercise price will be adjusted on the second anniversary of closing a Business Combination (the “Adjusted Date”) to the lower of $10.00 or the volume weighted average of the Company’s common stock during the five trading days immediately preceding the Adjustment Date. On March 28, 2023, the Company completed the issuance of 1,591,537 Non-Redemption Warrants to the holders of record of all the issued and outstanding shares of the Company’s common stock as of the close of business on March 21, 2023 (the “Record Date”) in the amount of one Non-Redemption Warrant for each share of common stock held as of the Record Date (Note 6). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in the Trust Account and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). The Company provides the holders (the “Public Stockholders”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders are entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (anticipated to be approximately $10.05 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting and advisory fees the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholder’s rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by December 31,2023 (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting and advisory fees (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.05. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.05 per Public Share or (ii) the 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 interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. Management continues to evaluate the impact of the COVID-19 outbreak 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 financial statements. The unaudited financial statements do not include any adjustments to reflect the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Going Concern As of June 30, 2023, the Company had $320,619 in its operating bank account, $813,704 of working capital deficiency. As of June 30, 2023, the Company had $16,700,504 of securities held in the Trust Account which will be used for a Business Combination or to repurchase or redeem the Company’s common stock in connection therewith. The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders prior to the Initial Public Offering and such amount of proceeds from the Private Placement that were placed in an account outside of the Trust Account for working capital purposes. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Management believes that it will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of a Business Combination or one year from this filing, however, there is a risk that the Company’s liquidity may not be sufficient. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to (other than as described above), loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Subtopic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until December 31, 2023, to consummate a Business Combination. It is uncertain whether the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, raises substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date these unaudited financial statements were issued. Management intends to consummate a Business Combination prior to December 31, 2023. These unaudited financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 9, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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 unaudited financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Net Income (Loss) Per Share of Common Stock Income or loss per share of common stock is computed by dividing net income (loss) by the weighted average number of shares issued and outstanding during the period. Income and losses are allocated to redeemable and non-redeemable common stock based on weighted-average shares outstanding. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase common stock in the calculation of diluted net income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. As of June 30, 2023 and 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the net income (loss) of the Company. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Remeasurement adjustments on redeemable common stock are not considered in the calculation because redemption value closely approximates fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months ​ For the Six Months ​ ​ Ended June 30, ​ Ended June 30, ​ 2023 2022 2023 2022 Redeemable Common Stock ​ ​ ​ ​ Allocation of net income (loss) ​ $ 11,462 ​ $ (660,806) ​ $ (13,604) ​ $ (782,854) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of redeemable common stock outstanding ​ 1,591,537 ​ ​ 20,000,000 ​ ​ 1,591,537 ​ ​ 20,000,000 Basic and Diluted Net Income (Loss) per Redeemable Common Share ​ $ 0.01 ​ $ (0.03) ​ $ (0.01) ​ $ (0.04) Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 36,010 ​ $ (165,201) ​ $ (42,738) ​ $ (195,714) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of non-redeemable common stock outstanding ​ 5,000,000 ​ ​ 5,000,000 ​ ​ 5,000,000 ​ ​ 5,000,000 Basic and Diluted Net Income (Loss) per Non-Redeemable Common Share ​ $ 0.01 ​ $ (0.03) ​ $ (0.01) ​ $ (0.04) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of the date of this quarterly report, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The Company’s marketable securities held in trust of $16,700,504 as of June 30, 2023, and $16,331,249 as of December 31, 2022 are deemed cash and cash equivalents which are considered level 1 classified. There were no transfers to and from Levels 1, 2, and 3 during the period ended June 30, 2023 and 2022. Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were allocated to temporary equity or stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs were $21,881,745. The Company complies with the requirements of the ASC 340-10-S99-1. 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 ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, 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 shares 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. ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The Company must then present them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the Company’s Public Warrants and Private Placement Warrants do not exhibit any of the above characteristics and, therefore are outside the scope of ASC 480. 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 additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Public Warrants and Private Placement Warrants were issued in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant will be recorded as equity. The Company, therefore, accounts for its outstanding Public Warrants and Private Placement Warrants as equity-classified instruments. The Company concludes that the Company's Non-Redemption Warrants are liability-classified instruments. However, the fair value of the warrants was determined to be de minimis, as discussed further in Note 6, and as such no adjustment has been made to the financial statements. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset was offset by a 100% valuation allowance. The Company’s effective tax rate was 45.79% and 3.69% for the three months ended June 30, 2023 and 2022, respectively, 384.11% and 3.09% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to the non-deductibility of Business Combination costs and changes in the valuation allowance on the deferred tax asset. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited financial statements. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $320,619 and $837,692 in cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively. Marketable Securities Held in Trust Account As of the date of this quarterly report, the assets held in the Trust Account were held in investments in money market funds. During the three and six months ended June 30, 2023, the Company did not withdraw any amount from the Trust Account to pay taxes. During the year ended December 31, 2022, the Company withdrew $648,594 from the Trust Account to pay taxes and withdrew $186,626,233 in connection with the redemption of shares. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity deficit. The Company’s common stock represented by Public Shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, common stock subject to possible redemption was presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. As of June 30, 2023 and December 31, 2022, the Company recorded accretion of $369,255 and $1,957,482, which represents the interest earned on the Trust Account net of allowable withdrawals for tax purposes and dissolutions expenses (set at a maximum of $100,000). At June 30, 2023 and December 31, 2022, the adjustments of the value of common stock reflected in the balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Common stock subject to possible redemption, December 31, 2021 $ 201,000,000 Less: ​ Redemption of common stock ​ (186,626,233) Plus: ​ Remeasurement of carrying value to redemption value ​ 1,957,482 Common stock subject to possible redemption, December 31, 2022 ​ $ 16,331,249 Plus: ​ Remeasurement of carrying value to redemption value ​ 369,255 Common stock subject to possible redemption, June 30, 2023 ​ $ 16,700,504 ​

Public Offering

Public Offering	6 Months Ended
	Jun. 30, 2023
Public Offering
Public Offering	Note 3 — Pursuant to the Initial Public Offering, the Company sold 20,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one Twelve anchor investors, none of whom is affiliated with any member of our management team, purchased an aggregate of 19,480,000 of the units sold in the Initial Public Offering. Further, each such anchor investor purchased a pro-rata portion of 1,229,799 Founder Shares (defined below) from MB Equity, LLC, an affiliate of Bradley Bostic, the Company’s Chief Executive Officer and a director, and Travis Morgan, the Company’s Chief Financial Officer, and a director, at a price of $0.0058 per share. The Company has determined the excess fair value of the Founder Shares sold to the anchor investors to be $8,163,891. To estimate the fair value, management considered the probability and timing of IPO completion, business combination completion, and an appropriate discount for lack of marketability, all Level 3 Inputs under ASC 820. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and was charged to common stock subject to possible redemption upon completion of the Initial Public Offering. In accordance with Staff Accounting Bulletin Topic 5T, a capital contribution from the founders was recorded in additional paid-in capital. The underwriter did not exercise their overallotment option to purchase an additional 3,000,000

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On March 3, 2021, entities affiliated with our executive officers acquired 4,312,500 founder shares, up to 562,500 of which were subject to forfeiture (the “Founder Shares”), for an aggregate purchase price of $25,000. Prior to the initial investment in the Company of $25,000 by its founders, the Company had no assets, tangible, or intangible. On July 16, 2021, the Company issued an additional 1,437,500 Founder Shares to the Sponsor, up to 187,500 of which were subject to forfeiture, in exchange for $8,333 in cash. All shares and associated amounts have been retroactively restated in the period from February 25, 2021 (Inception) through September 30, 2021 to reflect the additional Founder Shares. A total of 750,000 Founder Shares were forfeited by the Sponsor and affiliated entities upon the expiration of the Underwriter’s Overallotment option on October 24, 2021. The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”). On March 23, 2021, the Sponsor sold an aggregate of 38,814 Founder Shares to directors at a price of $0.0058 per share. The Company determined the excess fair value over consideration paid for the Founder Shares transferred to be $46,288 as of the grant date. To estimate the fair value, management considered the probability and timing of IPO completion, business combination completion, and an appropriate discount for lack of marketability, all Level 3 Inputs under ASC 820. The sale of Founder Shares to members of the Company’s board of directors is within 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 Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of June 30, 2023 and December 31, 2022, a Business Combination had not yet been completed, therefore, no stock-based compensation expense has been recognized. Related Party Loans Future Health ESG Associates 1, LLC agreed to loan the Company up to $250,000 to cover expenses related to the Initial Public Offering pursuant to two promissory notes dated March 4, 2021 and August 24, 2021. These notes were non-interest bearing and payable on the earlier of March 31, 2022 and the closing of the Initial Public Offering. The Company borrowed a total of $250,000 prior to the Initial Public Offering, and subsequently repaid the full balance after the closing of the Initial Public Offering. There was no outstanding balance on the notes as of the date of this report. Private Placement Warrants On September 9, 2021, the Company entered into Private Placement Warrants Purchase Agreements for the private sale (the “Private Placement”) of 7,375,000 warrants to its initial stockholders and Cantor Fitzgerald & Co (such warrants, collectively, the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, for gross proceeds to the Company of up to $7,375,000. Each whole warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 (as amended, the “Securities Act”). The purchasers of the Private Placement Warrants have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination and Related Agreements On June 13, 2022, the Company entered into several agreements relating to the acquisition of Excelera. All agreements with and relating to the acquisition of Excelera (collectively, the “Excelera Business Combination Agreements”) were subsequently terminated and are of no further force or effect. Underwriting Agreement and Advisory Fees The Company paid an underwriting discount of 2.0% of the per Unit offering price to Cantor Fitzgerald & Co at the closing of the Initial Public Offering, with an additional fee of 4.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination, of which $8,700,000 will be paid to Cantor Fitzgerald & Co and $300,000 will be paid to Roth Capital Partners, LLC, an independent financial advisor to the Company (the “Original Underwriting Agreement”). On June 13, 2022, the Company and Cantor Fitzgerald & Co entered into an amendment to the Original Underwriting Agreement, exclusively with respect to closing a Business Combination with Excelera, whereby Cantor will accept 272,727 unrestricted shares of common stock (the “Deferred Stock Consideration”) in exchange for reducing the cash portion of deferred underwriting fees to $5,700,000. During the quarter ended June 30, 2022, the Company recognized a reduction of accrued underwriting fees and a decrease in accumulated deficit by $302,730 to Special Warrant Agreement On March 28, 2023, the Company completed the issuance of 1,591,537 warrants (the "Non-Redemption Warrants") to the public holders of record of the Company’s common stock as of the record date of March 21, 2023. In connection with such issuance, the Company entered into a Special Warrant Agreement with Continental Stock Transfer & Trust Company pursuant to which each Non-Redemption Warrant will entitle the holder to purchase one share of the Company’s common stock at an exercise price of $10.00 per share following the closing of the Company’s initial business combination and prior to December 31, 2028. The Non-Redemption Warrants include an antidilution feature wherein the exercise price will be adjusted on the second anniversary of closing the Company’s initial business combination (the “Adjustment Date”) to the lower of $10.00 or the volume weighted average price of the Company’s common stock during the five

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2023
Stockholders' Deficit
Stockholders' Deficit	Note 6 — Stockholders’ Deficit Preferred Stock Common Stock — Warrants Both Public and Private Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if, in connection with an initial business combination, (x) the Company issues additional shares of common stock or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions) and (z) the volume weighted average trading price of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that (i) they will not be redeemable by the Company, (ii) they may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis, (iv) they are subject to registration rights and (v) Cantor Fitzgerald & Co. has agreed that it shall have the right to exercise the Private Placement Warrants until, and shall forfeit to us for cancellation any Private Placement Warrants held by it on, the date that is five years after the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(g)(8)(A). Redemption of public warrants ● In whole and not in part; ● At a price of $0.01 per warrant; ● Upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price of our common stock equals or exceeds $18.00 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 commencing once the warrants become exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the warrants for cash as described above unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. Non-Redemption Warrants — ​

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events
Subsequent Events	Note 7 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited financial statements. ​

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 9, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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 unaudited financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock Income or loss per share of common stock is computed by dividing net income (loss) by the weighted average number of shares issued and outstanding during the period. Income and losses are allocated to redeemable and non-redeemable common stock based on weighted-average shares outstanding. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase common stock in the calculation of diluted net income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events. The Company’s statement of operations includes a presentation of net income (loss) per share of common stock subject to possible redemption in a manner similar to the two-class method of income (loss) per share. As of June 30, 2023 and 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the net income (loss) of the Company. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the periods presented. Remeasurement adjustments on redeemable common stock are not considered in the calculation because redemption value closely approximates fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months ​ For the Six Months ​ ​ Ended June 30, ​ Ended June 30, ​ 2023 2022 2023 2022 Redeemable Common Stock ​ ​ ​ ​ Allocation of net income (loss) ​ $ 11,462 ​ $ (660,806) ​ $ (13,604) ​ $ (782,854) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of redeemable common stock outstanding ​ 1,591,537 ​ ​ 20,000,000 ​ ​ 1,591,537 ​ ​ 20,000,000 Basic and Diluted Net Income (Loss) per Redeemable Common Share ​ $ 0.01 ​ $ (0.03) ​ $ (0.01) ​ $ (0.04) Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 36,010 ​ $ (165,201) ​ $ (42,738) ​ $ (195,714) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of non-redeemable common stock outstanding ​ 5,000,000 ​ ​ 5,000,000 ​ ​ 5,000,000 ​ ​ 5,000,000 Basic and Diluted Net Income (Loss) per Non-Redeemable Common Share ​ $ 0.01 ​ $ (0.03) ​ $ (0.01) ​ $ (0.04) ​
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of the date of this quarterly report, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The Company’s marketable securities held in trust of $16,700,504 as of June 30, 2023, and $16,331,249 as of December 31, 2022 are deemed cash and cash equivalents which are considered level 1 classified. There were no transfers to and from Levels 1, 2, and 3 during the period ended June 30, 2023 and 2022.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were allocated to temporary equity or stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs were $21,881,745. The Company complies with the requirements of the ASC 340-10-S99-1.
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 ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, 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 shares 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. ASC 480-10-S99 addresses concerns raised by the SEC regarding the financial statement classification and measurement of securities subject to mandatory redemption requirements or whose redemption is outside the control of the issuer. If the stock subject to mandatory redemption provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statement of financial position. The Company must then present them as shares subject to mandatory redemption, so as to distinguish the instruments from other financial statement liabilities. The Company concludes that the Company’s Public Warrants and Private Placement Warrants do not exhibit any of the above characteristics and, therefore are outside the scope of ASC 480. 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 additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Public Warrants and Private Placement Warrants were issued in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants meet the criteria for equity treatment thereunder, each warrant will be recorded as equity. The Company, therefore, accounts for its outstanding Public Warrants and Private Placement Warrants as equity-classified instruments. The Company concludes that the Company's Non-Redemption Warrants are liability-classified instruments. However, the fair value of the warrants was determined to be de minimis, as discussed further in Note 6, and as such no adjustment has been made to the financial statements.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset was offset by a 100% valuation allowance. The Company’s effective tax rate was 45.79% and 3.69% for the three months ended June 30, 2023 and 2022, respectively, 384.11% and 3.09% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to the non-deductibility of Business Combination costs and changes in the valuation allowance on the deferred tax asset. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited financial statements.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $320,619 and $837,692 in cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As of the date of this quarterly report, the assets held in the Trust Account were held in investments in money market funds. During the three and six months ended June 30, 2023, the Company did not withdraw any amount from the Trust Account to pay taxes. During the year ended December 31, 2022, the Company withdrew $648,594 from the Trust Account to pay taxes and withdrew $186,626,233 in connection with the redemption of shares.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity deficit. The Company’s common stock represented by Public Shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, common stock subject to possible redemption was presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. As of June 30, 2023 and December 31, 2022, the Company recorded accretion of $369,255 and $1,957,482, which represents the interest earned on the Trust Account net of allowable withdrawals for tax purposes and dissolutions expenses (set at a maximum of $100,000). At June 30, 2023 and December 31, 2022, the adjustments of the value of common stock reflected in the balance sheets are reconciled in the following table: ​ ​ ​ ​ ​ Common stock subject to possible redemption, December 31, 2021 $ 201,000,000 Less: ​ Redemption of common stock ​ (186,626,233) Plus: ​ Remeasurement of carrying value to redemption value ​ 1,957,482 Common stock subject to possible redemption, December 31, 2022 ​ $ 16,331,249 Plus: ​ Remeasurement of carrying value to redemption value ​ 369,255 Common stock subject to possible redemption, June 30, 2023 ​ $ 16,700,504

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies
Summary of basic and diluted income (loss) per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months ​ For the Six Months ​ ​ Ended June 30, ​ Ended June 30, ​ 2023 2022 2023 2022 Redeemable Common Stock ​ ​ ​ ​ Allocation of net income (loss) ​ $ 11,462 ​ $ (660,806) ​ $ (13,604) ​ $ (782,854) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of redeemable common stock outstanding ​ 1,591,537 ​ ​ 20,000,000 ​ ​ 1,591,537 ​ ​ 20,000,000 Basic and Diluted Net Income (Loss) per Redeemable Common Share ​ $ 0.01 ​ $ (0.03) ​ $ (0.01) ​ $ (0.04) Non-Redeemable Common Stock ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net income (loss) ​ $ 36,010 ​ $ (165,201) ​ $ (42,738) ​ $ (195,714) Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of non-redeemable common stock outstanding ​ 5,000,000 ​ ​ 5,000,000 ​ ​ 5,000,000 ​ ​ 5,000,000 Basic and Diluted Net Income (Loss) per Non-Redeemable Common Share ​ $ 0.01 ​ $ (0.03) ​ $ (0.01) ​ $ (0.04)
Summary of adjustments of the value of common stock reflected in the balance sheets	​ ​ ​ ​ ​ Common stock subject to possible redemption, December 31, 2021 $ 201,000,000 Less: ​ Redemption of common stock ​ (186,626,233) Plus: ​ Remeasurement of carrying value to redemption value ​ 1,957,482 Common stock subject to possible redemption, December 31, 2022 ​ $ 16,331,249 Plus: ​ Remeasurement of carrying value to redemption value ​ 369,255 Common stock subject to possible redemption, June 30, 2023 ​ $ 16,700,504

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		6 Months Ended
	Sep. 09, 2021	Jun. 30, 2023	Mar. 28, 2023	Jan. 31, 2023	Dec. 31, 2022	Dec. 09, 2022
Description of Organization and Business Operations
Number of shares issuable per warrant						1
Exercise price of warrants						$ 10
Proceeds from issuance initial public offering		$ 201,000,000
Deferred underwriting and advisory fees payable		$ 9,000,000			$ 9,000,000
Obligation to redeem public shares if entity does not complete a business combination (as a percent)		100%
Threshold period from closing of public offering entity is obligated to complete business combination		15 months
Redemption of common stock (in shares)						18,408,463
Redemption of common stock						$ 186,626,233
Common shares, redemption value (in dollars per share)						$ 10.14
Temporary equity, shares outstanding		1,591,537	1,591,537		1,591,537	1,591,537
Threshold minimum aggregate fair market value as percentage of assets held in trust account		80%
Threshold percentage of outstanding voting securities of target to be acquired by post transaction company to complete business combination		50%
Common stock par value (in dollars per share)		$ 0.0001		$ 0.0001	$ 0.0001
Stock price per unit		$ 10.05
Threshold percentage of public shares subject to redemption without company's prior written consent		15%
Threshold business days for redemption of public shares		10 days
Maximum allowed dissolution expenses		$ 100,000
Securities held in trust		16,700,504			$ 16,331,249
Operating bank accounts		320,619
Working capital deficiency		$ 813,704
Public Warrants
Description of Organization and Business Operations
Exercise price of warrants		$ 11.50
Initial Public Offering
Description of Organization and Business Operations
Number of units issued	20,000,000
Number of shares in a unit	1
Issue price per share	$ 10
Transaction costs	$ 21,881,745
Deferred underwriting and advisory fees payable	9,000,000
Upfront underwriting fees	4,019,555
Offering costs	8,163,891
Other offering costs	698,299
Gross proceeds	$ 200,000,000
Redeemable per share		10.05
Common stock par value (in dollars per share)		$ 0.0001
Initial Public Offering | Public Warrants
Description of Organization and Business Operations
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Private Placement | Private Placement Warrants
Description of Organization and Business Operations
Number of warrants issued	7,375,000
Price of warrant	$ 1
Gross proceeds from sale of private placement warrants	$ 7,375,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Marketable securities held in trust	$ 16,700,504				$ 16,700,504		$ 16,331,249
Unrecognized tax benefits	0				0		0
Accrued payments of interest and penalties	0				0		0
Cash	320,619				320,619		837,692
Cash equivalents	$ 0				$ 0		0
Cash withdrawn from Trust Account to pay franchise and income taxes							648,594
Cash withdrawn from Trust Account in connection with redemption							$ 186,626,233
Percentage of deferred tax assets, valuation allowance					100%		100%
Statutory federal income tax rate		21%		21%	21%	21%
Income tax provision	45.79%		3.69%		384.11%	3.09%
Offering cost					$ 21,881,745

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Basic and diluted net income (loss) per common share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Common stock subject to possible redemption
Numerator
Allocation of net income (loss)	$ 11,462	$ (660,806)	$ (13,604)	$ (782,854)
Denominator:
Weighted average shares outstanding, basic	1,591,537	20,000,000	1,591,537	20,000,000
Weighted average shares outstanding, diluted	1,591,537	20,000,000	1,591,537	20,000,000
Basic net income (loss) per share	$ 0.01	$ (0.03)	$ (0.01)	$ (0.04)
Diluted Net Income (Loss) per share	$ 0.01	$ (0.03)	$ (0.01)	$ (0.04)
Common stock not subject to possible redemption
Numerator
Allocation of net income (loss)	$ 36,010	$ (165,201)	$ (42,738)	$ (195,714)
Denominator:
Weighted average shares outstanding, basic	5,000,000	5,000,000	5,000,000	5,000,000
Weighted average shares outstanding, diluted	5,000,000	5,000,000	5,000,000	5,000,000
Basic net income (loss) per share	$ 0.01	$ (0.03)	$ (0.01)	$ (0.04)
Diluted Net Income (Loss) per share	$ 0.01	$ (0.03)	$ (0.01)	$ (0.04)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Reconciled of common stock reflected in the balance sheets (Details) - USD ($)	3 Months Ended			6 Months Ended	12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Temporary equity accretion redemption value				$ 369,255	$ 1,957,482
Dissolutions expenses				100,000
Redemption of common stock					(186,626,233)
Remeasurement of carrying value to redemption value	$ 194,638	$ 174,617	$ 163,373	369,255	1,957,482
Common stock subject to possible redemption	$ 16,700,504			$ 16,700,504	$ 16,331,249	$ 201,000,000

Public Offering (Details)

Public Offering (Details) - USD ($)	Sep. 09, 2021	Jun. 30, 2023	Dec. 09, 2022
Public Offering
Number of shares issuable per warrant			1
Exercise price of warrants			$ 10
Public Warrants
Public Offering
Exercise price of warrants		$ 11.50
Initial Public Offering
Public Offering
Number of units issued	20,000,000
Purchase price, per unit	$ 10
Number of shares in a unit	1
Initial Public Offering | Founder Shares
Public Offering
Number of shares issued to each anchor investor	1,229,799
Purchase price of share by anchor investor	$ 0.0058
Excess fair value of shares	$ 8,163,891
Initial Public Offering | Twelve Anchor Investors
Public Offering
Number of units issued	19,480,000
Initial Public Offering | Public Warrants
Public Offering
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Private Placement
Public Offering
Additional share purchase to an overallotment options	3,000,000
Overallotment options period	45 days

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - Founder Shares					6 Months Ended	12 Months Ended
	Oct. 24, 2021 shares	Jul. 16, 2021 USD ($) shares	Mar. 23, 2021 USD ($) $ / shares shares	Mar. 03, 2021 USD ($) shares	Jun. 30, 2023 USD ($) D $ / shares	Dec. 31, 2022 USD ($)
Related Party Transactions
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination					1 year
Stock-based compensation expense | $					$ 0	$ 0
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Threshold Trading Days | D					20
Threshold period for not to transfer, assign or sell any Warrants					30 days
Class A Common Stock
Related Party Transactions
Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination, Stock Price Trigger | $ / shares					$ 12
Affiliated entities and sponsor
Related Party Transactions
Number of Shares Forfeited	750,000
Entities affiliated with our executive officers
Related Party Transactions
Number of shares issued				4,312,500
Shares subject to forfeiture				562,500
Aggregate purchase price | $				$ 25,000
Sponsor
Related Party Transactions
Number of shares issued		1,437,500
Shares subject to forfeiture		187,500
Initial investment by the founders | $				$ 25,000
Cash from issuance of shares | $		$ 8,333
Affiliates and Directors | Sponsor
Related Party Transactions
Number of shares issued			38,814
Aggregate purchase price | $			$ 46,288
Issue price per share | $ / shares			$ 0.0058

Related Party Transactions - Re

Related Party Transactions - Related Party Loans (Details) - Related Party Loans - Related Party - Future Health ESG Associates 1, LLC	1 Months Ended
	Jan. 31, 2023 USD ($)	Jun. 30, 2023 USD ($) instrument
Related Party Transactions
Maximum borrowing capacity of related party promissory note		$ 250,000
Number of promissory notes | instrument		2
Amount borrowed	$ 250,000
Outstanding balance of related party note		$ 0

Related Party Transactions - Ad

Related Party Transactions - Additional information (Details) - USD ($)		6 Months Ended
	Sep. 09, 2021	Jun. 30, 2023	Dec. 09, 2022
Related Party Transactions
Number of shares issuable per warrant			1
Exercise price of warrants			$ 10
Private Placement Warrants
Related Party Transactions
Threshold period for not to transfer, assign or sell any Warrants		30 days
Sponsor | Working capital loans
Related Party Transactions
Exercise price of warrants		$ 1
Loan conversion agreement warrant		$ 2,000,000
Loan Payable		$ 0
Private Placement | Private Placement Warrants
Related Party Transactions
Sale of Private Placement Warrants (in shares)	7,375,000
Price of warrant	$ 1
Gross proceeds from sale of private placement warrants	$ 7,375,000
Private Placement | Initial stockholders and Cantor Fitzgerald & Co | Private Placement Warrants
Related Party Transactions
Sale of Private Placement Warrants (in shares)	7,375,000
Share Price	$ 1
Gross proceeds from sale of private placement warrants	$ 7,375,000
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Underwriting discounts and commissions	$ 0
Threshold period for not to transfer, assign or sell any Warrants		30 days

Commitments and Contingencies -

Commitments and Contingencies - Underwriting Agreement and Advisory Fees (Details) - USD ($)		3 Months Ended	6 Months Ended
	Jun. 13, 2022	Jun. 30, 2022	Jun. 30, 2023
Commitments and Contingencies
Percentage of underwriting discount			2%
Percentage of underwriting fees on gross offering proceeds			4.50%
Gross offering proceeds payable			$ 8,700,000
Financial advisory fee payable			$ 300,000
Common stock shares, in exchange for reduction in cash portion of deferred underwriting fee	272,727
Decrease in cash portion of deferred underwriting fee	$ 5,700,000
Decrease in accumulated deficit		$ 302,730
Decrease in accrued underwriting fees		302,730
Deferred underwriting fees payable		$ 3,000,000

Commitments and Contingencies_2

Commitments and Contingencies - Special Warrant Agreement (Details) - USD ($)	Mar. 28, 2023	Jan. 31, 2023	Dec. 09, 2022
Commitments and Contingencies
Number of shares issuable per warrant			1
Exercise price of warrant			$ 10
Non-Redemption Warrants
Commitments and Contingencies
Number of warrants issued	1,591,537
Number of shares issuable per warrant	1
Exercise price of warrant	$ 10	$ 10
Threshold trading days for redemption of public warrants	5 days
Aggregate fair value attributable to stockholders	$ 133
Aggregate fair value attributable to stockholders per share	$ 0.01

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Stockholders' Deficit
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock (Details) - $ / shares	Jun. 30, 2023	Mar. 28, 2023	Jan. 31, 2023	Dec. 31, 2022	Dec. 09, 2022
Stockholders' Deficit
Common stock par value (in dollars per share)	$ 0.0001		$ 0.0001	$ 0.0001
Common stock authorized	26,000,000			500,000,000
Common stock, shares issued	5,000,000			5,000,000
Common stock, shares outstanding	5,000,000			5,000,000
Temporary equity, shares outstanding	1,591,537	1,591,537		1,591,537	1,591,537
Temporary equity, shares issued	1,591,537			1,591,537
Minimum
Stockholders' Deficit
Common stock authorized			500,000,000
Maximum
Stockholders' Deficit
Common stock authorized			26,000,000
Class A common stock subject to Redemption
Stockholders' Deficit
Common stock, shares issued	6,591,537			6,591,537
Common stock, shares outstanding	6,591,537			6,591,537
Class A common stock not subject to redemption
Stockholders' Deficit
Common stock, shares outstanding	5,000,000			5,000,000
Common stock subject to possible redemption
Stockholders' Deficit
Temporary equity, shares outstanding	1,591,537			1,591,537
Temporary equity, shares issued	1,591,537			1,591,537

Stockholders' Deficit - Warrant

Stockholders' Deficit - Warrants (Details)	6 Months Ended
	Jun. 30, 2023 D $ / shares	Dec. 09, 2022 $ / shares
Stockholders' Deficit
Exercise price of warrants		$ 10
Redemption period	30 days
Public Warrants
Stockholders' Deficit
Warrant exercise period condition	30 days
Period of time within which registration statement is expected to become effective	61 days
Exercise price of warrants	$ 11.50
Public warrants expiration term	5 years
Share price	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Threshold number of specified trading period determining volume weighted average trading price	20 days
Exercise price of warrants or rights percent based on market value and newly issued price	115%
Share price trigger used to measure dilution of warrant	$ 18
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)	180%
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30
Private Placement Warrants
Stockholders' Deficit
Threshold period for not to transfer, assign or sell any Warrants	30 days
Warrants forfeiture period after exercise from the effective date of registration statement	5 years

Stockholders' Deficit - Non-Red

Stockholders' Deficit - Non-Redemption Warrants (Details) - $ / shares	1 Months Ended
	Jan. 31, 2023	Mar. 28, 2023	Dec. 09, 2022
Stockholders' Deficit
Exercise price of warrant			$ 10
Non-Redemption Warrants
Stockholders' Deficit
Exercise price of warrant	$ 10	$ 10
Warrants exercisable term after business combination	30 days

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 47,472	$ (103,814)	$ (826,007)	$ (152,562)

Insider Trading Arrangements

Insider Trading Arrangements	6 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	Item 5. Other Information. On June 1, 2023, the Company received a written notice (the “Notice”) from the listing qualifications department staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the Company was not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires the Company to have at least 300 public holders for continued listing on the Nasdaq Capital Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. The Notice stated that the Company had 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company submitted a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. On August 7, 2023, the Company received a written notice (the “Extension Notice”) from Nasdaq notifying the Company that Nasdaq had determined to grant the Company an extension until November 28, 2023 to regain compliance with the Minimum Public Holders Rule. In the event the Company does not satisfy the terms of the Extension Notice, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Listing Qualifications Panel.