noco-noco 10-K 3 Apr 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 13, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-41394
Entity Registrant Name	PRIME NUMBER ACQUISITION I CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2378484
Entity Address, Address Line One	1129 Northern Blvd., Suite 404
Entity Address, City or Town	Manhasset
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	11030
City Area Code	347
Local Phone Number	329-1575
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 64,500,000
Entity Common Stock, Shares Outstanding		8,461,392
Entity Central Index Key	0001858180
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	UHY LLP
Auditor Location	New York, New York
Auditor Firm ID	1195
Common Stock
Document and Entity Information
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
Rights, each right exchangeable for one-eighth (1/8) of one share of Class A common stock at the closing of a business combination
Document and Entity Information
Title of 12(b) Security	Rights, each right exchangeable for one-eighth (1/8) of one share of Class A Common Stock at the closing of a business combination
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
Units, each consisting of one share of Common Stock, one-half of one Warrant, and one right
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, one-half of one Warrant and one Right
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 278,295	$ 125,303
Prepaid expenses	125,384	0
Other receivable	0	700
Deferred offering costs	0	247,640
Investments held in Trust Account	66,718,520	0
Total current assets	67,122,199	373,643
Total Assets	67,122,199	373,643
Current Liabilities
Accounts payable and accrued expenses	90,004	0
Franchise tax payable	43,853	0
Income tax payable	112,446	0
Promissory note - related party	0	350,000
Deferred income tax liability	37,190	0
Deferred underwriting fee payable	2,257,500	0
Total current liabilities	2,540,993	350,000
Total Liabilities	2,540,993	350,000
Commitments and Contingencies
Common stock subject to possible redemption, 6,450,000 shares at redemption value of $10.34 per share	66,718,520
Stockholders' Equity (Deficit)
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
Additional paid-in capital	0	24,827
Accumulated deficit	(2,137,515)	(1,357)
Total Stockholders' Equity (Deficit)	(2,137,314)	23,643
Total Liabilities, Redeemable Common Stock and Stockholders' Equity (Deficit)	67,122,199	373,643
Class A common stock
Stockholders' Equity (Deficit)
Common stock	201	173
Class A common stock subject to possible redemption
Current Liabilities
Common stock subject to possible redemption, 6,450,000 shares at redemption value of $10.34 per share	66,718,520	0
Class B common stock
Stockholders' Equity (Deficit)
Common stock	$ 0	$ 0

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	400,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	50,000,000
Class A common stock subject to possible redemption
common stock subject to possible redemption (in shares)	6,450,000
Common stock subject to possible redemption, redemption value per share	$ 10.34
Class A common stock not subject to possible redemption
Common stock, shares issued	2,011,392	1,725,000
Common stock, shares outstanding	2,011,392	1,725,000
Class B common stock
Common stock, par value, (per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000	2,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
General and administrative expenses	$ 1,357	$ 588,973
Franchise tax expenses	0	47,980
Loss from operations	(1,357)	(636,953)
Interest earned on investment held in Trust Account	0	712,555
Unrealized gain on investments held in Trust Account	0	215,965
Income (loss) before income taxes	(1,357)	291,567
Income taxes provision	0	(112,446)
Deferred income taxes provision	0	(37,190)
Net income (loss)	$ (1,357)	$ 141,931
Redeemable common stock
Weighted average shares outstanding, basic	0	4,040,110
Weighted average shares outstanding, diluted		4,040,110
Basic net income (loss) per share	$ 0	$ 0.93
Diluted net income (loss) per share		$ 0.93
Non-redeemable common stock
Weighted average shares outstanding, basic	1,044,862	1,906,243
Weighted average shares outstanding, diluted	1,044,862	1,906,243
Basic net income (loss) per share	$ 0	$ (1.90)
Diluted net income (loss) per share	$ 0	$ (1.90)

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT) - USD ($)	Class A common stock Common Stock Initial Public Offering	Class A common stock Common Stock Private Placement	Class A common stock Common Stock	Class B common stock Common Stock	Additional Paid-in Capital Initial Public Offering	Additional Paid-in Capital Private Placement	Additional Paid-in Capital	Accumulated Deficit Initial Public Offering	Accumulated Deficit Private Placement	Accumulated Deficit	Initial Public Offering	Private Placement	Total
Balance at the beginning at Feb. 24, 2021			$ 0	$ 0			$ 0			$ 0			$ 0
Balance at the beginning (in shares) at Feb. 24, 2021			0	0
CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT)
Sale of units			$ 0	$ 144			24,856			0			25,000
Sale of units (in shares)				1,437,500
Accretion of common stock to redemption value													0
Class B common stock issued to initial stockholders			0	$ 144			24,856			0			25,000
Class B common stock issued to initial stockholders (in shares)				1,437,500
Surrender of Class B common stock			0	$ (29)			29			0			0
Surrender of Class B common stock (in shares)				(287,500)
1.5 for 1 stock split of Class B common stock			$ 0	$ 58			(58)			0			0
1.5 for 1 stock split of Class B common stock (in shares)			0	575,000
Conversion of Class B to Class A common stock			$ 173	$ (173)			0			0			0
Conversion of Class B to Class A common stock (in shares)			1,725,000	(1,725,000)
Net income (loss)			$ 0	$ 0			0			(1,357)			(1,357)
Balance at the end at Dec. 31, 2021			$ 173	$ 0			24,827			(1,357)			23,643
Balance at the end (in shares) at Dec. 31, 2021			1,725,000	0
CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT)
Sale of units	$ 645	$ 40			$ 64,499,355	$ 3,988,880		$ 0	$ 0		$ 64,500,000	$ 3,988,920
Sale of units (in shares)	6,450,000	398,892
Forfeiture of Founder Shares			$ (11)				(11)			0			(22)
Forfeiture of Founder Shares (in shares)			(112,500)
Underwriter commissions			$ 0				(3,547,500)			0			(3,547,500)
Offering costs			0				(571,515)			0			(571,515)
Reimbursement of offering expense from underwriter			0				45,750			0			45,750
Reclassification of common stock subject to redemption			$ (645)				(59,016,855)			0			(59,017,500)
Reclassification of common stock subject to redemption (in shares)			(6,450,000)
Allocation of offering costs to common stock subject to redemption			$ 0				3,767,869			0			3,767,869
Accretion of common stock to redemption value			0				(9,190,800)			(1,349,569)			(10,540,369)
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against accumulated deficit			0				0			(928,520)			(928,520)
Class B common stock issued to initial stockholders	$ 645	$ 40			$ 64,499,355	$ 3,988,880		$ 0	$ 0		$ 64,500,000	$ 3,988,920
Class B common stock issued to initial stockholders (in shares)	6,450,000	398,892
Net income (loss)			0				0			141,931			141,931
Balance at the end at Dec. 31, 2022			$ 201				$ 0			$ (2,137,515)			$ (2,137,314)
Balance at the end (in shares) at Dec. 31, 2022			2,011,392

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY(DEFICIT) (Parenthetical)	10 Months Ended
	Dec. 31, 2021 shares
Class A common stock | Over-Allotment Option [Member]
Maximum shares subject to forfeiture	225,000
Class B common stock
Stock split	1.5 for 1

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (1,357)	$ 141,931
Adjustments to reconcile net cash used in operating activities:
Interest earned on investment held in Trust Account	0	(712,555)
Unrealized gain on investments held in Trust Account	0	(215,965)
Prepaid expenses	(700)	(125,384)
Accounts payable and accrued expenses	0	90,004
Franchise tax payable	0	43,853
Income tax payable	0	112,446
Deferred income tax liability	0	37,190
Net cash used in operating activities	(2,057)	(628,480)
Cash Flows from Investing Activities:
Purchase of investment held in Trust Account	0	(65,790,000)
Net cash used in financing activities	0	(65,790,000)
Cash Flows from Financing Activities:
Proceeds from issuance of insider shares to the initial stockholders	25,000	0
Proceeds from sale of public units through public offering	0	64,500,000
Proceeds from sale of private placement units	0	3,988,920
Proceeds from promissory note- related party	350,000	0
Reimbursement of expenses from underwriter	0	45,750
Repayment of promissory note to related party	0	(350,000)
Payment of underwriters' commissions	0	(1,290,000)
Payment of deferred offering costs	(247,640)	(323,198)
Net cash provided by financing activities	127,360	66,571,472
Net change in cash	49,604	152,992
Cash, beginning of the period	0	125,303
Cash, end of the period	125,303	278,295
Supplemental Disclosure of Non-cash Financing Activities
Initial classification of common stock subject to redemption	0	59,017,500
Allocation of offering costs to common stock subject to redemption	0	3,767,869
Accretion of carrying value to redemption value	0	10,540,369
Subsequent measurement of common stock to redemption value	$ 0	$ 928,520

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Prime Number Acquisition I Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on February 25, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, it is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. Activities before May 17, 2022 are related to the formation and IPO, while the activities after May 17, 2022 are mainly focused on searching and identifying the Business Combination target. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsors are Prime Number Acquisition LLC (“Sponsor A”) and Glorious Capital LLC (“Sponsor B”) (collectively the “Sponsors”), both are Delaware limited liability companies. The registration statement for the Company’s IPO became effective on May 12, 2022. On May 17, 2022, the Company consummated the initial public offering (the “IPO”) of 6,450,000 units (the “Public Units”) which included 450,000 units issued upon the partial exercise of the underwriters’ over-allotment option. The Public Units were sold at an offering price of $10.00 per unit, with each Public Unit consists of one share (the “Public Shares”) of the Company’s Class A common stock (the “Class A common stock”), one half Upon the closing of the IPO and the private placement on May 17, 2022, the proceeds of $65,790,000 (or $10.20 per Public Unit) in the aggregate from the IPO and the private placement were placed in a trust account (the “Trust Account” as defined in Note 5) with Wilmington Trust, N.A. acting as trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial Business Combination or the liquidation due to the Company’s failure to complete a Business Combination within the applicable period of time. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s holders of its outstanding Public Shares (the “Public Stockholders”). In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a Business Combination only from the net proceeds of the IPO and private placement not held in the Trust Account. Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding 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. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company) to pay its franchise and income tax obligations. 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 “Amended and Restated 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 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 Company’s Sponsors and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Stockholders”) have agreed (a) to vote their Founder Shares, the Private Shares, and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. The Company’s Initial Stockholders have agreed (A) to vote their Founder Shares, Private Shares and any Public Shares they own in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, prior to and unrelated to an initial Business Combination, an amendment to the Company’s certificate of incorporation that would affect the substance or timing of the Company’s redemption obligation to redeem all public shares if the Company cannot complete an initial Business Combination within the Combination Period (as defined below), unless the Company provides Public Stockholders an opportunity to redeem their public shares in conjunction with any such amendment, (C) not to redeem any shares, including Founder Shares, Private Shares and any Public Shares they own into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company’s proposed initial Business Combination or sell any shares to the Company in any tender offer in connection with its proposed initial Business Combination, and (D) that the Founder Shares and Private Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated 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 shares sold the IPO. The Initial Stockholders and underwriters have agreed (a) to waive their redemption rights with respect to the Insider Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have until May 17, 2023 (or November 17, 2023 if the Company extends the period of time to consummate a Business Combination) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private 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 IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Underwriters (as defined in Note 5) have agreed to waive their rights to their Deferred Underwriting Commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 assets remaining available for distribution will be less than $10.20. In order to protect the amounts held in the Trust Account, the Sponsors have agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the Underwriters of this IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsors will not be responsible to the extent of any liability for such third party claims. On December 29, 2022, the Company, Prime Number Merger Sub Inc. ( “Merger Sub”), a Delaware corporation, NOCO-NOCO PTE. LTD (“noco-noco”), a Singapore private company limited by shares, and certain shareholders of noco-noco (“Sellers”) entered into the Business Combination Agreement (“the Merger Agreement”), pursuant to which, (i) the Company shall merge with and into Merger Sub, with the Company being the surviving company and a wholly owned subsidiary of PubCo, a Cayman Islands company to be formed pursuant to the Merger Agreement, and (ii) following the merger, New SubCo, a Singapore private company to be formed pursuant to the Merger Agreement, will acquire all of the issued and outstanding shares of the Sellers, in exchange for PubCo to issue to the Sellers PubCo Ordinary Shares. Going Concern As of December 31, 2022, the Company had cash of $278,295 and a working capital of $313,675 (excluding investments held in trust account, deferred underwriting fee payable, deferred income tax liability and taxes payable). The Company’s liquidity needs up to the closing of the IPO on May 17, 2022 had been satisfied through proceeds from notes payable and advances from a related party and from the issuance of common stock. The Company has 12 months from the closing of the IPO to consummate a Business Combination. It is uncertain that 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. In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with working capital. The Company’s management plans to continue its efforts to complete a Business Combination within the Combination Period. If the estimated costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to its Business Combination. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the financial statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s future financial position, results of its operations and/or search for a target company, there has not been a significant impact as of the date of these financial statements. The financial statements do not include any adjustments that might result from the future outcome of this uncertainty. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. 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. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Significant Accounting Policies
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $278,295 and $125,303 in cash as of December 31, 2022 and December 31, 2021, respectively, and none in cash equivalents for both periods. Investments Held in Trust Account As of December 31, 2022, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments—Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements. Deferred Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs were $4,117,889 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to stockholders’ equity upon the completion of the IPO. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of the forfeiture of 112,500 Founder Shares as a result of the Underwriters’ partial exercise of their over-allotment option on May 17, 2022. On June 3, 2022, the Sponsors executed cancellation notices to the transfer agent to forfeit the remaining 112,500 shares for no consideration. The calculation of diluted net income (loss) per share and related weighted average of the shares does not consider the effect of the warrants and rights issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants and rights are contingent upon the occurrence of future events. The warrants are exercisable to purchase 3,225,000 shares of Class A Common Stock in the aggregate, and the rights are exercisable to convert 806,250 shares of Class A Common Stock in the aggregate. At December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ For the year ​ February 25, 2021 ​ ​ ended ​ (inception) to ​ ​ December 31, ​ December 31, ​ 2022 2022 Net income (loss) ​ $ 141,931 ​ $ (1,357) Accretion of common stock to redemption value ​ ​ (10,540,369) ​ ​ — Subsequent measurement of common stock subject to redemption value ​ (928,520) ​ — Net loss including accretion of common stock to redemption value ​ $ (11,326,958) ​ $ (1,357) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ ​ ​ February 25, 2021 ​ ​ For the Year Ended ​ (Inception) through ​ ​ December 31, 2022 ​ December 31, 2021 ​ ​ ​ ​ ​ Non- ​ ​ ​ Non- ​ ​ Redeemable ​ redeemable ​ Redeemable ​ redeemable ​ ​ shares shares shares shares Basic and diluted net income (loss) per common stock ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss including accretion of common stock ​ $ (7,695,836) ​ $ (3,631,122) ​ $ — ​ $ (1,357) Subsequent measurement of common stock subject to redemption value ​ ​ 928,520 ​ ​ — ​ ​ — ​ ​ — Accretion of common stock to redemption value ​ ​ 10,540,369 ​ ​ — ​ ​ — ​ ​ — Allocation of net income (loss) ​ $ 3,773,053 ​ $ (3,631,122) ​ $ — ​ $ (1,357) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 4,040,110 ​ ​ 1,906,243 ​ — ​ 1,044,862 Basic and diluted net income (loss) per common stock ​ $ 0.93 ​ $ (1.90) ​ $ — ​ $ (0.00) ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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 FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, 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. The Company determined that upon further review of the warrant agreement, the Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature 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. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022, common stock subject to possible redemption are presented at redemption value of $10.34 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO on May 17, 2022, the Company sold 6,450,000 Public Units which included 450,000 units issued upon the partial exercise of the underwriters’ over-allotment option. Each Public Unit consists of one share of Class A common stock, $0.0001 par value per share, one-half one-eighth one-eighth All of the 6,450,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company’s redeemable Class A common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2022, the shares of Class A common stock reflected on the balance sheet are reconciled in the following table. ​ ​ ​ ​ ​ ​ ​ As of ​ December 31, 2022 Gross proceeds ​ $ 64,500,000 Less: ​ Proceeds allocated to Public Warrants ​ (322,500) Proceeds allocated to Public Rights ​ (5,160,000) Offering costs of Public Shares ​ (3,767,868) Plus: ​ Accretion of carrying value to redemption value ​ 11,468,889 Common stock subject to possible redemption ​ $ 66,718,520 ​

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company sold an aggregate of 398,892 Private Shares, including 349,032 shares to Sponsor A and 49,860 shares to Sponsor B, at a purchase price of $10.00 per Private Share, generating gross proceeds of $3,988,920 (including $3,490,320 from Sponsor A and $498,600 from Sponsor B). The net proceeds from the Private Shares were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Shares will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Share will expire worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions
Related Party Transactions	Note 5 — Related Party Transactions Promissory Note - Related Party On March 19, 2021, Sponsor A agreed to loan the Company up to an aggregate amount of $400,000 to be used, in part, for transaction costs incurred in connection with IPO (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due at the earlier of August 31, 2022 or closing of the IPO. The Company repaid the $350,000 outstanding balance upon the closing of the IPO on May 17, 2022. Related Party Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Initial Stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If the Company completes an initial Business Combination, it would repay such loaned amounts (the “Working Capital Loans”). In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the U.S. based Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Certain amount of such loans may be convertible into working capital shares at $10.00 per share at the option of the lender. The working capital shares would be identical to the shares sold in the private placement. As of December 31, 2022, the Company had no borrowings under the Working Capital Loans. Founder Shares On April 7, 2021, Sponsor A and Sponsor B acquired 1,357,000 shares and 80,500 shares of Class B common stock, respectively. On May 28, 2021, Sponsor A and Sponsor B surrendered 271,400 and 16,100 shares of Class B common stock, respectively, without consideration. On December 22, 2021, the Company effected a 1.5 for 1 stock split of Class B common stock resulting the Sponsors holding 1,725,000 shares of Class B common stock. On December 28, 2021, the Sponsors converted their shares of Class B common stock into 1,725,000 shares of Class A common stock on a one-for-one The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until, with respect to 50% of the Founder Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the Class A common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the insider shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company has agreed, commencing on May 12, 2022, to pay Sponsor A up to $10,000 per month for office space, administrative and shared personnel support services. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the audit committee that there are insufficient funds held outside the trust to pay actual or anticipated expenses in connection with the initial Business Combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of the initial Business Combination. This arrangement will terminate upon the earlier of (a) completion of a Business Combination or (b) twelve months after the completion of the IPO. The Company incurred $76,129 and $0, respectively, in fees for these services, of which $76,129 and $0 were included in accrued expenses in the accompanying balance sheets at December 31, 2022 and December 31, 2021, respectively.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Shares and working capital shares issuable upon conversion of working capital loans, if any, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering, requiring us to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company has granted Prime Number Capital, LLC and WestPark Capital, Inc. (collectively referred to as the “Underwriters”), a 45-day option from the date of the prospectus to purchase up to 900,000 Public Units (one share of Class A common stock, one The Underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $1,290,000. In addition, the underwriters will be entitled to a deferred fee of 3.5% of the gross proceeds of the IPO, or $2,257,500 (the “Deferred Underwriting Commissions”), which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity
Stockholders' Equity	Note 7 — Stockholders’ Equity Preferred Stock -- outstanding Class A Common Stock partial exercise of their over-allotment option on May 17, 2022, 112,500 Founder Shares were forfeited on May 23, 2022. As of December 31, 2022, there were 2,011,392 shares of common stock issued and outstanding Class B Common Stock -- outstanding Rights — one-eighth 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 Rights will not receive any of such funds with respect to their Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Rights, and the Rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the Rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the Rights. Accordingly, the Rights may expire worthless. Warrants — In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to our founders or their affiliates, without taking into account any founder shares held by founders 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 Company’s initial Business Combination (net of redemption), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Price”) 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 Market Price, and the $16.50 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 Company may redeem the outstanding Public Warrants at any time while the Warrants are exercisable: ● 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, which the Company refers to as the 30 - day redemption period; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the Class A common stock issuable upon exercise of the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the Class A common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s consolidated financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ ​ ​ Quoted Prices ​ Other ​ Other ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ ​ ​ Markets ​ Inputs ​ Inputs ​ December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Marketable Securities in the Trust Account 66,718,520 66,718,520 — — ​

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Taxes
Income Taxes	Note 9 — Income Taxes ​ The Company’s net deferred tax assets (liabilities) are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Deferred tax asset (liability) ​ ​ ​ ​ ​ Startup/Organization Expenses ​ $ 8,512 ​ $ — Unrealized gain on investments held in Trust Account ​ ​ (45,353) ​ ​ — Amortization of startup cost ​ ​ (349) ​ ​ — Total deferred tax asset (liability) ​ ​ (37,190) ​ — Valuation allowance ​ ​ — ​ — Deferred tax asset (liability), net of allowance ​ $ (37,190) ​ $ — ​ The income tax provision consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ For the ​ from February 25, ​ ​ Year ended ​ 2021 (inception) through ​ ​ December 31, ​ December 31, ​ ​ 2022 2021 Federal ​ ​ ​ ​ ​ ​ Current ​ $ 112,446 ​ $ — Deferred ​ 37,190 ​ ​ — State ​ ​ ​ Current ​ $ — ​ $ — Deferred ​ — ​ — Change in valuation allowance ​ — ​ — Income tax provision ​ $ 149,636 ​ $ — ​ A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ from February 25, ​ ​ ​ For the ​ 2021 (inception) ​ ​ ​ Year ended ​ through ​ ​ ​ December 31, ​ December 31, ​ ​ ​ 2022 2021 ​ Income at U.S. statutory rate ​ 21.00 % 21.00 % State taxes, net of federal benefit ​ 0.00 % 0.00 % Transaction costs ​ 30.42 % 0.00 % True up in deferred tax asset balance ​ (0.10) % 0.00 % Change in valuation allowance 0.00 % 0.00 % ​ 51.32 % 21.00 % ​ As of December 31, 2022, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. ​ In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The change in the valuation allowance was $0 for the year ended December 31, 2022. The provisions for U.S. federal and state income taxes were $149,636 (including deferred income tax provision of $37,190) and $0 for the year ended December 31, 2022 and for the period from February 25, 2021 (inception) to December 31, 2021, respectively. The Company’s tax returns for the year ended December 31, 2022 and 2021 remain open and subject to examination.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events
Subsequent Events	Note 10 — Subsequent Events In accordance with ASC 855, “Subsequent Events,” the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the review as further disclosed in the footnotes, management identified the following subsequent event requiring disclosure in the financial statements. On February 2, 2023, Prime Number Holding Limited, formed as the PubCo on December 28, 2022, and Prime Number New Sub Pte. Ltd., formed as New SubCo on January 25, 2023, joined as parties to the Merger Agreement. On February 10, 2023, the draft registration statement on Form F-4 was submitted with the SEC regarding the proposed Merger between the Company and noco-noco.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included.
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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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 In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $278,295 and $125,303 in cash as of December 31, 2022 and December 31, 2021, respectively, and none in cash equivalents for both periods.
Investments Held in Trust Account	Investments Held in Trust Account As of December 31, 2022, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments—Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements.
Deferred Offering Costs	Deferred Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Deferred offering costs were $4,117,889 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to stockholders’ equity upon the completion of the IPO.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) Per Share	Net Income (Loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture by the Initial Stockholders. Weighted average shares were reduced for the effect of the forfeiture of 112,500 Founder Shares as a result of the Underwriters’ partial exercise of their over-allotment option on May 17, 2022. On June 3, 2022, the Sponsors executed cancellation notices to the transfer agent to forfeit the remaining 112,500 shares for no consideration. The calculation of diluted net income (loss) per share and related weighted average of the shares does not consider the effect of the warrants and rights issued in connection with the (i) IPO, and (ii) the private placement since the exercise of the warrants and rights are contingent upon the occurrence of future events. The warrants are exercisable to purchase 3,225,000 shares of Class A Common Stock in the aggregate, and the rights are exercisable to convert 806,250 shares of Class A Common Stock in the aggregate. At December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statements of operations is based on the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ For the year ​ February 25, 2021 ​ ​ ended ​ (inception) to ​ ​ December 31, ​ December 31, ​ 2022 2022 Net income (loss) ​ $ 141,931 ​ $ (1,357) Accretion of common stock to redemption value ​ ​ (10,540,369) ​ ​ — Subsequent measurement of common stock subject to redemption value ​ (928,520) ​ — Net loss including accretion of common stock to redemption value ​ $ (11,326,958) ​ $ (1,357) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ ​ ​ February 25, 2021 ​ ​ For the Year Ended ​ (Inception) through ​ ​ December 31, 2022 ​ December 31, 2021 ​ ​ ​ ​ ​ Non- ​ ​ ​ Non- ​ ​ Redeemable ​ redeemable ​ Redeemable ​ redeemable ​ ​ shares shares shares shares Basic and diluted net income (loss) per common stock ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss including accretion of common stock ​ $ (7,695,836) ​ $ (3,631,122) ​ $ — ​ $ (1,357) Subsequent measurement of common stock subject to redemption value ​ ​ 928,520 ​ ​ — ​ ​ — ​ ​ — Accretion of common stock to redemption value ​ ​ 10,540,369 ​ ​ — ​ ​ — ​ ​ — Allocation of net income (loss) ​ $ 3,773,053 ​ $ (3,631,122) ​ $ — ​ $ (1,357) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 4,040,110 ​ ​ 1,906,243 ​ — ​ 1,044,862 Basic and diluted net income (loss) per common stock ​ $ 0.93 ​ $ (1.90) ​ $ — ​ $ (0.00) ​
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of December 31, 2022 and December 31, 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 825, “Financial Instruments,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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 FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, 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. The Company determined that upon further review of the warrant agreement, the Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
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 Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature 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. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022, common stock subject to possible redemption are presented at redemption value of $10.34 per share as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for the Company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Significant Accounting Policies
Summary of net income (loss) per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ For the year ​ February 25, 2021 ​ ​ ended ​ (inception) to ​ ​ December 31, ​ December 31, ​ 2022 2022 Net income (loss) ​ $ 141,931 ​ $ (1,357) Accretion of common stock to redemption value ​ ​ (10,540,369) ​ ​ — Subsequent measurement of common stock subject to redemption value ​ (928,520) ​ — Net loss including accretion of common stock to redemption value ​ $ (11,326,958) ​ $ (1,357) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ ​ ​ February 25, 2021 ​ ​ For the Year Ended ​ (Inception) through ​ ​ December 31, 2022 ​ December 31, 2021 ​ ​ ​ ​ ​ Non- ​ ​ ​ Non- ​ ​ Redeemable ​ redeemable ​ Redeemable ​ redeemable ​ ​ shares shares shares shares Basic and diluted net income (loss) per common stock ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ ​ ​ ​ ​ Allocation of net loss including accretion of common stock ​ $ (7,695,836) ​ $ (3,631,122) ​ $ — ​ $ (1,357) Subsequent measurement of common stock subject to redemption value ​ ​ 928,520 ​ ​ — ​ ​ — ​ ​ — Accretion of common stock to redemption value ​ ​ 10,540,369 ​ ​ — ​ ​ — ​ ​ — Allocation of net income (loss) ​ $ 3,773,053 ​ $ (3,631,122) ​ $ — ​ $ (1,357) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted weighted average shares outstanding ​ ​ 4,040,110 ​ ​ 1,906,243 ​ — ​ 1,044,862 Basic and diluted net income (loss) per common stock ​ $ 0.93 ​ $ (1.90) ​ $ — ​ $ (0.00) ​

Initial Public Offering (Tables

Initial Public Offering (Tables)	12 Months Ended
	Dec. 31, 2022
Initial Public Offering
Summary of reconciliation of shares of Class A common stock	​ ​ ​ ​ ​ ​ ​ As of ​ December 31, 2022 Gross proceeds ​ $ 64,500,000 Less: ​ Proceeds allocated to Public Warrants ​ (322,500) Proceeds allocated to Public Rights ​ (5,160,000) Offering costs of Public Shares ​ (3,767,868) Plus: ​ Accretion of carrying value to redemption value ​ 11,468,889 Common stock subject to possible redemption ​ $ 66,718,520

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements
Summary of assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ ​ ​ Quoted Prices ​ Other ​ Other ​ ​ ​ ​ in Active ​ Observable ​ Unobservable ​ ​ ​ ​ Markets ​ Inputs ​ Inputs ​ December 31, 2022 (Level 1) (Level 2) (Level 3) Assets Marketable Securities in the Trust Account 66,718,520 66,718,520 — —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Taxes
Schedule of company's net deferred tax assets (liabilities)	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Deferred tax asset (liability) ​ ​ ​ ​ ​ Startup/Organization Expenses ​ $ 8,512 ​ $ — Unrealized gain on investments held in Trust Account ​ ​ (45,353) ​ ​ — Amortization of startup cost ​ ​ (349) ​ ​ — Total deferred tax asset (liability) ​ ​ (37,190) ​ — Valuation allowance ​ ​ — ​ — Deferred tax asset (liability), net of allowance ​ $ (37,190) ​ $ — ​
Schedule of income tax provision	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ For the ​ from February 25, ​ ​ Year ended ​ 2021 (inception) through ​ ​ December 31, ​ December 31, ​ ​ 2022 2021 Federal ​ ​ ​ ​ ​ ​ Current ​ $ 112,446 ​ $ — Deferred ​ 37,190 ​ ​ — State ​ ​ ​ Current ​ $ — ​ $ — Deferred ​ — ​ — Change in valuation allowance ​ — ​ — Income tax provision ​ $ 149,636 ​ $ — ​
Schedule of reconciliation of company's statutory rate	​ ​ ​ ​ ​ ​ ​ ​ ​ For the period ​ ​ ​ ​ from February 25, ​ ​ ​ For the ​ 2021 (inception) ​ ​ ​ Year ended ​ through ​ ​ ​ December 31, ​ December 31, ​ ​ ​ 2022 2021 ​ Income at U.S. statutory rate ​ 21.00 % 21.00 % State taxes, net of federal benefit ​ 0.00 % 0.00 % Transaction costs ​ 30.42 % 0.00 % True up in deferred tax asset balance ​ (0.10) % 0.00 % Change in valuation allowance 0.00 % 0.00 % ​ 51.32 % 21.00 % ​

Description of Organization a_2

Description of Organization and Business Operations (Details)		10 Months Ended	12 Months Ended
	May 17, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) item
Description of Organization and Business Operations
Condition for future business combination number of businesses minimum | item			1
Gross proceeds from issuance initial public offering | $		$ 0	$ 64,500,000
Sale of stock, price per share | $ / shares	$ 10.20
Condition for future business combination use of proceeds percentage	80
Condition for future business combination threshold percentage ownership	50
Redemption limit percentage without prior consent	15
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100%
Cash | $		$ 125,303	278,295
Working capital | $			$ 313,675
Public unit
Description of Organization and Business Operations
Sale of stock, price per share | $ / shares	$ 10.20
Initial Public Offering
Description of Organization and Business Operations
Number of units sold	6,450,000
Purchase price, per unit | $ / shares	$ 10
Gross proceeds from issuance initial public offering | $	$ 64,500,000
Proceeds from sale of stock | $	$ 65,790,000
Initial Public Offering | Public unit
Description of Organization and Business Operations
Sale of stock, price per share | $ / shares	$ 10.20
Initial Public Offering | Class A common stock
Description of Organization and Business Operations
Number of shares in a unit	1
Initial Public Offering | Warrants
Description of Organization and Business Operations
Number of warrants or rights in the unit	0.5
Initial Public Offering | Rights
Description of Organization and Business Operations
Number of warrants or rights in the unit	1
Initial Public Offering | Rights | Class A common stock
Description of Organization and Business Operations
Number of warrants or rights in the unit	0.125
Private Placement
Description of Organization and Business Operations
Number of units sold	398,892
Purchase price, per unit | $ / shares	$ 10
Gross proceeds from issuance initial public offering | $	$ 3,988,920
Over-allotment option
Description of Organization and Business Operations
Number of units sold	450,000
Over-allotment option | Class A common stock
Description of Organization and Business Operations
Number of shares in a unit	1
Over-allotment option | Warrants
Description of Organization and Business Operations
Number of warrants or rights in the unit	0.5
Over-allotment option | Rights
Description of Organization and Business Operations
Number of warrants or rights in the unit	1
Sponsor A | Private Placement
Description of Organization and Business Operations
Number of units sold	349,032
Gross proceeds from issuance initial public offering | $	$ 3,490,320
Sponsor B | Private Placement
Description of Organization and Business Operations
Number of units sold	49,860
Gross proceeds from issuance initial public offering | $	$ 498,600

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Jun. 03, 2022	May 17, 2022
Significant Accounting Policies
Cash	$ 125,303	$ 278,295
Cash equivalents	$ 0	0
Deferred offering costs		$ 4,117,889
Effective tax rate	21%	51.32%
Statutory tax rate	21%	21%
Unrecognized tax benefits		$ 0
Unrecognized tax benefits accrued for interest and penalties		$ 0
Sponsor
Significant Accounting Policies
Maximum shares subject to forfeiture			112,500
Over-allotment option
Significant Accounting Policies
Shares subject to forfeiture				112,500
Warrants
Significant Accounting Policies
Number of warrants and rights exercisable			3,225,000
Public Rights
Significant Accounting Policies
Number of warrants and rights exercisable			806,250
Common Classa Subject To Redemption [Member]
Significant Accounting Policies
Common stock subject to possible redemption, redemption value per share		$ 10.34
Common Classa Subject To Redemption [Member] | Over-allotment option
Significant Accounting Policies
Maximum shares subject to forfeiture		225,000

Significant Accounting Polici_5

Significant Accounting Policies - Net income (loss) per share (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Net income (loss)	$ (1,357)	$ 141,931
Subsequent measurement of common stock subject to redemption value		(928,520)
Accretion of common stock to redemption value	0	(10,540,369)
Net loss including accretion of common stock to redemption value	(1,357)	(11,326,958)
Numerator:
Allocation of net loss including accretion of common stock	(1,357)	(11,326,958)
Accretion of carrying value to redemption value	$ 0	10,540,369
Subsequent measurement of common stock subject to redemption value		(928,520)
Redeemable common stock
Subsequent measurement of common stock subject to redemption value		928,520
Accretion of common stock to redemption value		(10,540,369)
Net loss including accretion of common stock to redemption value		(7,695,836)
Numerator:
Allocation of net loss including accretion of common stock		(7,695,836)
Accretion of carrying value to redemption value		10,540,369
Subsequent measurement of common stock subject to redemption value		928,520
Allocation of net income (loss)		$ 3,773,053
Denominator:
Weighted average shares outstanding, basic	0	4,040,110
Weighted average shares outstanding, diluted		4,040,110
Basic net income (loss) per share	$ 0	$ 0.93
Diluted net income (loss) per share		$ 0.93
Non-redeemable common stock
Net loss including accretion of common stock to redemption value	$ (1,357)	$ (3,631,122)
Numerator:
Allocation of net loss including accretion of common stock	(1,357)	(3,631,122)
Allocation of net income (loss)	$ (1,357)	$ (3,631,122)
Denominator:
Weighted average shares outstanding, basic	1,044,862	1,906,243
Weighted average shares outstanding, diluted	1,044,862	1,906,243
Basic net income (loss) per share	$ 0	$ (1.90)
Diluted net income (loss) per share	$ 0	$ (1.90)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		12 Months Ended
	May 17, 2022	Dec. 31, 2022	Dec. 31, 2021
Initial Public Offering
Number of shares issuable per warrant or right		1
Exercise price of warrants		$ 11.50
Minimum threshold written notice period for redemption of public warrants		30 days
Class A common stock
Initial Public Offering
Common stock, par value, (per share)		$ 0.0001	$ 0.0001
Number of shares issuable per warrant or right		0.125
Initial Public Offering
Initial Public Offering
Number of units sold	6,450,000
Initial Public Offering | Class A common stock
Initial Public Offering
Number of shares in a unit	1
Common stock, par value, (per share)	$ 0.0001
Initial Public Offering | Warrants
Initial Public Offering
Number of warrants or rights in the unit	0.5
Minimum threshold written notice period for redemption of public warrants	30 days
Warrants exercisable term from the closing of the initial public offering	12 months
Warrants expiration term	5 years	5 years
Initial Public Offering | Warrants | Class A common stock
Initial Public Offering
Number of shares issuable per warrant or right	1
Exercise price of warrants	$ 11.50
Initial Public Offering | Rights
Initial Public Offering
Number of warrants or rights in the unit	1
Initial Public Offering | Rights | Class A common stock
Initial Public Offering
Number of warrants or rights in the unit	0.125
Over-allotment option
Initial Public Offering
Number of units sold	450,000
Over-allotment option | Class A common stock
Initial Public Offering
Number of shares in a unit	1
Over-allotment option | Warrants
Initial Public Offering
Number of warrants or rights in the unit	0.5
Over-allotment option | Rights
Initial Public Offering
Number of warrants or rights in the unit	1

Initial Public Offering - Class

Initial Public Offering - Class A common stock reflected on the balance sheet (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Initial Public Offering
Gross proceeds		$ 64,500,000
Offering costs of Public Shares		(3,767,868)
Accretion of carrying value to redemption value	$ 0	10,540,369
Common stock subject to possible redemption		66,718,520
Public Warrants
Initial Public Offering
Proceeds allocated to Public Warrants		(322,500)
Public Rights
Initial Public Offering
Proceeds allocated to Public Warrants		$ (5,160,000)

Private Placement (Details)

Private Placement (Details) - USD ($)		10 Months Ended	12 Months Ended
	May 17, 2022	Dec. 31, 2021	Dec. 31, 2022
Subsidiary, Sale of Stock
Proceeds from sale of public units through public offering		$ 0	$ 64,500,000
Private Placement
Subsidiary, Sale of Stock
Number of units sold	398,892
Purchase price, per unit	$ 10
Proceeds from sale of public units through public offering	$ 3,988,920
Private Placement | Sponsor A
Subsidiary, Sale of Stock
Number of units sold	349,032
Proceeds from sale of public units through public offering	$ 3,490,320
Private Placement | Sponsor B
Subsidiary, Sale of Stock
Number of units sold	49,860
Proceeds from sale of public units through public offering	$ 498,600

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)			10 Months Ended	12 Months Ended
	May 12, 2022	Mar. 19, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	May 17, 2022
Related Party Transactions
Class B common stock issued to initial stockholders			$ 25,000
Promissory Note - Related Party
Related Party Transactions
Class B common stock issued to initial stockholders		$ 400,000
Outstanding balance						$ 350,000
Administrative Services Agreement
Related Party Transactions
Expenses per month	$ 10,000
Service fees incurred				$ 76,129	$ 0
Service fees accrued				$ 76,129	$ 0
Related Party Loans
Related Party Transactions
Price of warrant				$ 10
Working capital loan				$ 0

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)					10 Months Ended	12 Months Ended
	Dec. 28, 2021 USD ($) $ / shares shares	Dec. 22, 2021 shares	May 28, 2021 shares	Apr. 07, 2021 shares	Dec. 31, 2021	Dec. 31, 2022 D $ / shares	Jun. 03, 2022 shares	May 17, 2022 shares
Class B common stock
Related Party Transactions
Stock split					1.5 for 1
Sponsor
Related Party Transactions
Maximum shares subject to forfeiture							112,500
Founder Shares
Related Party Transactions
Shares subject to forfeiture	225,000							112,500
Stock converted basis, percentage	1
Aggregate consideration | $	$ 25,000
Issued price per share | $ / shares	$ 0.01
Percentage of certain limited exceptions, not to transfer, assign or sell any of their founder shares						50
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D						30
Percentage of insider shares						50%
Closing shares price per share | $ / shares						$ 12.50
Founder Shares | Common Class A [Member]
Related Party Transactions
Converted shares	1,725,000
Founder Shares | Class B common stock
Related Party Transactions
Shares holdings stock		1,725,000
Stock split		1.5 for 1 stock split
Founder Shares | Sponsor A | Common Class A [Member]
Related Party Transactions
Aggregate number of shares owned	1,628,400
Aggregate consideration | $	$ 23,600
Founder Shares | Sponsor A | Class B common stock
Related Party Transactions
Shares of acquisition				1,357,000
Shares of surrender			271,400
Founder Shares | Sponsor B [Member] | Common Class A [Member]
Related Party Transactions
Aggregate number of shares owned	96,600
Aggregate consideration | $	$ 1,400
Founder Shares | Sponsor B [Member] | Class B common stock
Related Party Transactions
Shares of acquisition				80,500
Shares of surrender			16,100

Commitments and Contingencies (

Commitments and Contingencies (Details)	May 17, 2022 USD ($) item shares
Commitments and Contingencies
Maximum number of demands for registration of securities | item	3
Gross proceeds | $	$ 4,500,000
Initial Public Offering
Commitments and Contingencies
Gross proceeds | $	$ 1,290,000
Percentage of cash underwriting discount	2
Percentage of deferred fee	3.5
Deferred underwriting commission | $	$ 2,257,500
Over-allotment option
Commitments and Contingencies
Number of maximum public units purchase | shares	900,000
Number of units sold | shares	450,000
Over-allotment option | Class A common stock
Commitments and Contingencies
Number of shares in a unit | shares	1

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred Stock Shares (Details) - $ / shares	Dec. 31, 2022	May 10, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	400,000		1,000,000
Preferred stock, par value, (per share)	$ 0.0001		$ 0.0001
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Initial Public Offering
Class of Stock [Line Items]
Preferred stock, shares authorized		1,000,000

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Shares (Details)			10 Months Ended
	Dec. 28, 2021 shares	Dec. 22, 2021 shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2022 $ / shares shares	Jun. 03, 2022 shares	May 23, 2022 shares	May 17, 2022 $ / shares	May 10, 2022 shares
Class A common stock
Stockholders' Equity
Common stock, shares authorized			50,000,000	20,000,000
Common stock, par value, (per share) | $ / shares			$ 0.0001	$ 0.0001
Number of Class A common stock issued upon conversion of each share (in shares)	1,725,000
Ratio to be applied to the stock in the conversion	1
Aggregated shares issued upon converted basis (in percent)				20%
Class A common stock | Initial Public Offering
Stockholders' Equity
Common stock, shares authorized								50,000,000
Common stock, par value, (per share) | $ / shares							$ 0.0001
Class A common stock | Over-allotment option
Stockholders' Equity
Maximum shares subject to forfeiture			225,000
Class A common stock subject to possible redemption
Stockholders' Equity
Shares subject to possible redemption				6,450,000
Class A common stock subject to possible redemption | Over-allotment option
Stockholders' Equity
Maximum shares subject to forfeiture				225,000
Class A common stock not subject to possible redemption
Stockholders' Equity
Common stock, shares issued			1,725,000	2,011,392
Common stock, shares outstanding			1,725,000	2,011,392
Class B common stock
Stockholders' Equity
Common stock, shares authorized			2,000,000	100,000
Common stock, par value, (per share) | $ / shares			$ 0.0001	$ 0.0001
Common stock, shares issued			0	0
Common stock, shares outstanding			0	0
Stockholders' equity stock split			1.5 for 1
Class B common stock | Initial Public Offering
Stockholders' Equity
Common stock, shares authorized								2,000,000
Sponsor
Stockholders' Equity
Maximum shares subject to forfeiture					112,500
Sponsor | Class B common stock
Stockholders' Equity
Number of Class A common stock issued upon conversion of each share (in shares)	1,725,000	1,725,000
Founder Shares | Class A common stock
Stockholders' Equity
Common stock, shares issued						112,500
Founder Shares | Class B common stock
Stockholders' Equity
Stockholders' equity stock split		1.5 for 1 stock split

Stockholders' Equity - Rights a

Stockholders' Equity - Rights and Warrants (Details)		12 Months Ended
	May 17, 2022 $ / shares shares	Dec. 31, 2022 $ / shares shares
Stockholders' Equity
Number of shares issuable per warrant or right | shares		1
Exercise price of warrants		$ 11.50
Share price		$ 16.50
Percentage of gross proceeds on total equity proceeds threshold minimum		60
Number of trading day period		20 days
Rights percent based on market value and newly issued price		180
Redemption price per public warrant (in dollars per share)		$ 0.01
Redemption period		30 days
Maximum threshold period		30 days
Number of trading days		10 days
Warrants
Stockholders' Equity
Share price		$ 9.20
Rights percent based on market value and newly issued price		115
Maximum threshold period		20 days
Redemption trigger price
Stockholders' Equity
Share price		$ 16.50
Initial Public Offering | Warrants
Stockholders' Equity
Warrants expiration term	5 years	5 years
Redemption period	30 days
Class A common stock
Stockholders' Equity
Number of shares issuable per warrant or right | shares		0.125
Class A common stock | Warrants
Stockholders' Equity
Share price		$ 9.20
Class A common stock | Initial Public Offering | Warrants
Stockholders' Equity
Number of shares issuable per warrant or right | shares	1
Exercise price of warrants	$ 11.50

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Recurring	Dec. 31, 2022 USD ($)
Assets:
Marketable Securities in the Trust Account	$ 66,718,520
Quoted Prices in Active Markets (Level 1)
Assets:
Marketable Securities in the Trust Account	$ 66,718,520

Income Taxes - Net deferred tax

Income Taxes - Net deferred tax assets (liabilities) (Details)	Dec. 31, 2022 USD ($)
Deferred tax asset (liabilities)
Startup/Organization Expenses	$ (8,512)
Unrealized gain on investments held in Trust Account	45,353
Amortization of startup cost	349
Total deferred tax asset (liability)	(37,190)
Deferred tax asset (liability), net of allowance	$ (37,190)

Income Taxes - Income tax provi

Income Taxes - Income tax provision (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Federal
Current	$ 0	$ 112,446
Deferred		37,190
Change in valuation allowance		0
Income tax provision	$ 0	$ 149,636

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of the Company's statutory income tax rate (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Taxes
Income at U.S. statutory rate	21%	21%
State taxes, net of federal benefit	0%	0%
Transaction costs	0%	30.42%
True up in deferred tax asset balance	0%	(0.10%)
Change in valuation allowance	0%	0%
Effective income tax rate	21%	51.32%
Change in valuation allowance		$ 0
Income taxes provision	$ 0	112,446
Income taxes provision	0	149,636
Deferred income taxes provision	$ 0	$ 37,190