Relativity Acquisition Corp - Ordinary Shares (RACY) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Document Information Line Items
Entity Registrant Name	Relativity Acquisition Corp
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001860484
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40625
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3244927
Entity Address, Address Line One	c/o 3753 Howard Hughes Pkwy
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89169
City Area Code	(888)
Local Phone Number	710-4420
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A common stock and one redeemable warrant
Document Information Line Items
Trading Symbol	RACYU
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one redeemable warrant
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	RACY
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Document Information Line Items
Trading Symbol	RACYW
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		4,400,794
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 772,410	$ 1,429,804
Prepaid expense	83,092	55,389
Due from sponsor	3,047	3,047
Total current assets	858,549	1,488,240
Investments held in Trust Account	1,697,819	1,671,810
Total Assets	2,556,368	3,160,050
Current liabilities:
Due to related party		5,059
Accrued costs and expenses	805,841	201,656
Income tax payable	425,324	423,338
Franchise tax payable	6,500	32,000
Total current liabilities	1,237,665	662,053
Warrant liabilities	707,853	453,122
Total Liabilities	1,945,518	1,115,175
Commitments and Contingencies (Note 6)
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 153,295 shares subject to possible redemption as of March 31, 2023 and December 31, 2022, respectively, at a redemption value of $11.00 and $11.78 per share, respectively (see Note 3)	1,686,598	1,805,814
Stockholders’ Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 4,247,499 and 653,750 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively (excluding 153,295 shares subject to possible redemption as of March 31, 2023 and December 31, 2022)	424	65
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 1 and 3,593,750 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		359
Additional paid-in capital
Share subscription receivable
(Accumulated deficit) Retained earnings	(1,076,172)	238,637
Total Stockholder’s (Deficit) Equity	(1,075,748)	239,061
Total Liabilities, Redeemable Common Stock and Stockholders’ (Deficit) Equity	$ 2,556,368	$ 3,160,050

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares subject to possible redemption	153,295	153,295
Common stock, redemption value per share (in Dollars per share)	$ 11	$ 11.78
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	4,247,499	653,750
Common stock, shares outstanding	4,247,499	653,750
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	1	3,593,750
Common stock, shares outstanding	1	3,593,750

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Formation and operating costs	$ 1,061,055	$ 393,748
Loss from operations	(1,061,055)	(393,748)
Other income (expense):
Change in fair value of warrant liabilities	(254,731)	1,894,764
Interest income on investment held in Trust Account	16,009	13,827
Warrant issuance cost		(125,175)
Total other income (expense)	(238,722)	1,783,416
(Loss) Income before provision for income taxes	(1,299,777)	1,389,668
Provision for income taxes	(1,986)
Net (loss) income	$ (1,301,763)	$ 1,389,668
Class A Common Stock Subject to Possible Redemption
Other income (expense):
Basic and diluted weighted average shares outstanding (in Shares)	153,295	7,347,389
Basic and diluted net (loss) income per common stock (in Dollars per share)	$ (0.3)	$ 0.13
Class A Common Stock
Other income (expense):
Basic and diluted weighted average shares outstanding (in Shares)	1,945,884
Basic and diluted net (loss) income per common stock (in Dollars per share)	$ (0.3)
Class B Common Stock
Other income (expense):
Basic and diluted weighted average shares outstanding (in Shares)	2,301,616	3,593,750
Basic and diluted net (loss) income per common stock (in Dollars per share)	$ (0.3)	$ 0.13

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A Common Stock Subject to Possible Redemption
Diluted weighted average shares outstanding	153,295	7,347,389
Diluted net income (loss) per common stock	$ (0.30)	$ 0.13
Class A Common Stock
Diluted weighted average shares outstanding	1,945,884
Diluted net income (loss) per common stock	$ (0.30)
Class B Common Stock
Diluted weighted average shares outstanding	2,301,616	3,593,750
Diluted net income (loss) per common stock	$ (0.30)	$ 0.13

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Share Subscription Receivable	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 359	$ 1,999,509	$ (2,470)	$ (7,102)	$ 1,990,296
Balance (in Shares) at Dec. 31, 2021		3,593,750
Sale of 653,750 private placement units, net of private warrants liability	$ 65		6,327,803			6,327,868
Sale of 653,750 private placement units, net of private warrants liability (in Shares)	653,750
Payment of subscription receivable				2,470		2,470
Accretion for Class A common stock to redemption amount			(8,327,312)		(2,913,095)	(11,240,407)
Net income (loss)					1,389,668	1,389,668
Balance at Mar. 31, 2022	$ 65	$ 359			(1,530,529)	(1,530,105)
Balance (in Shares) at Mar. 31, 2022	653,750	3,593,750
Balance at Dec. 31, 2022	$ 65	$ 359			238,637	239,061
Balance (in Shares) at Dec. 31, 2022	653,750	3,593,750
Conversion of Class B shares to Class A shares	$ 359	$ (359)
Conversion of Class B shares to Class A shares (in Shares)	3,593,749	(3,593,749)
Accretion for Class A common stock to redemption amount					(13,047)	(13,047)
Net income (loss)					(1,301,763)	(1,301,763)
Balance at Mar. 31, 2023	$ 424				$ (1,076,172)	$ (1,075,748)
Balance (in Shares) at Mar. 31, 2023	4,247,499	1

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Parentheticals)	3 Months Ended
	Mar. 31, 2022 shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement units	653,750

Unaudited Condensed Consolida_5

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net (loss) income	$ (1,301,763)	$ 1,389,668
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on investment held in Trust Account	(16,009)	(13,827)
Warrant issuance cost		125,175
Change in fair value of derivative warrant liabilities	254,731	(1,894,764)
Changes in operating assets and liabilities:
Prepaid expense	(27,702)	(388,143)
Due from sponsor		(3,047)
Accrued costs and expenses	604,185	148,580
Income taxes payable	1,986
Franchise tax payable	(25,500)	48,495
Due to Related Party	(5,059)	27,500
Net cash used in operating activities	(515,131)	(560,363)
Cash flows from investing activities:
Investment of cash in Trust Account	(10,000)	(146,625,000)
Net cash used in investing activities	(10,000)	(146,625,000)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters’ discount		142,312,500
Proceeds from private placement units		6,537,500
Proceeds from issuance of promissory note – related party		111,800
Proceeds from payment of share subscription receivable		2,470
Payment of promissory note – related party		(208,563)
Payment of offering costs		(411,456)
Redemption of ordinary shares	(132,263)
Net cash (used in) provided by financing activities	(132,263)	148,344,251
Net change in cash	(657,394)	1,158,888
Cash, beginning of the period	1,429,804	42,194
Cash, end of the period	$ 772,410	1,201,082
Supplemental disclosure of cash flow information:
The excess of fair value of AGP shares that were included in deferred offering costs		$ 1,972,398

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2023
Organization, Business Operations [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Relativity Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on April 13, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company may pursue an initial Business Combination target in any business or industry. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from April 13, 2021 (inception) through March 31, 2023 relates to the Company’s formation and the initial public offering (“IPO”), described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The sponsor is Relativity Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on February 10, 2022 (the “Effective Date”). On February 15, 2022, the Company consummated the IPO of 14,375,000 units at $10.00 per unit (the “Units”), including the issuance of 1,875,000 units as a result of the full exercise of the underwriters’ over-allotment option, which is discussed in Note 3. Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share. Simultaneously with the consummation of the IPO, including 1,875,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional units to cover over-allotments, the Company consummated the private placement of 653,750 units (the “Private Placement Units”) to the Sponsor, at a price of $10.00 per Private Placement Unit in a private placement. Each Private Placement Unit consists of one share of Class A common stock and one warrant (“Private Placement Warrant”). Transaction costs amounted to $3,890,326 consisting of $1,437,500 of underwriting commissions, $1,972,398 of the excess of the fair value of Class B common stock issued to underwriter over the share subscription receivable and $480,428 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of the business combination fee held in trust and taxes payable on the income earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete an initial 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO and full exercise of the over-allotment by the underwriters on February 15, 2022, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government securities 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 which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the net proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within the Combination Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account initially was $10.20 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the business combination fee the Company will pay to the underwriters. There will be no redemption rights upon the completion of the initial Business Combination with respect to the Company’s warrants. The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A common stock is not a “penny stock” upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company had 12 months from the closing of the IPO to complete the initial Business Combination, except that the Sponsor had two 3-month extensions available to it for a total of up to 18 months to complete the initial Business Combination (as set out below) (the “Combination Period”). On December 21, 2022, the Company held a special meeting of stockholders (the “Meeting”) in which the stockholders approved an amendment to the Company’s second amended and restated certification of incorporation to extend the date by which the company must consummate its initial Business Combination from February 15, 2023 to August 15, 2023 (the “Combination Period”). If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the 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 Sponsor may extend the period of time to consummate a Business Combination for up to two times without stockholder approval, each for an additional three months (for a total of up to 24 months to complete a Business Combination (each such three-month period, a “Funded Extension Period”)), so long as the Company deposits an aggregate amount of $1,000 from its working capital into the trust account no later than the 21-month and 24-month anniversary of its IPO for each such extension that the Company determines to implement. The public stockholders will not be entitled to vote or redeem their shares in connection with any Funded Extension Periods. In connection with the stockholders’ vote at the Meeting, 14,221,705 shares were tendered for redemption. The Sponsor, officers, directors and initial stockholders of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period; or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 (per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and the Russia-Ukraine war and has concluded that while it is reasonably possible that the COVID-19 virus and the war could have a negative effect on the Company’s financial position, results of its operations, search for a target company and/or ability to complete a business combination, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainty. Consideration of IR Act Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Liquidity, Capital Resources and Going Concern As of March 31, 2023, the Company had $772,410 in its operating bank account and working capital, excluding franchise and income tax payable, net of interest income from trust account, of $52,708. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the estimate of the 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 the Business Combination. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted) at the option of the lender. Such units would be identical to the Private Placement Units. The terms of such working capital loans by the Sponsor or its affiliates, or the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At March 31, 2023 and December 31, 2022, no such Working Capital Loans were outstanding. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 15, 2023 (absent any extensions of such period, pursuant to the terms described above) to consummate the proposed Business Combination. It is uncertain whether the Company will be able to consummate the proposed Business Combination by this date. If a Business Combination is not consummated by this date, then, unless that time is extended (as provided above, or pursuant to a stockholder vote), there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate by August 15, 2023. The Company intends to complete the proposed Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K filed by the Company with the Securities and Exchange Commission the SEC on March 31, 2023. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Relativity Purchaser Merger Sub Inc. There has been no intercompany activity since inception. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2 (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934 (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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 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 unaudited condensed 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. The Company has determined the more significant accounting estimates included in our financial statements is the determination of the fair value of Derivative Financial Instruments as described below. 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. As of March 31, 2023 and December 31, 2022, the Company had cash of $ 772,410 and $1,429,804, respectively. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. Investment held in Trust Account As of March 31, 2023 and December 31, 2022, the Company had $1,697,819 and $1,671,810, respectively, in investments held in the Trust Account that were held in money market funds which are primarily invested in U.S. treasury securities. Net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s investments held in the Trust Account are classified as trading 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 warrant liability are included in interest income on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Deferred Offering Costs Offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the IPO, and the excess of the fair value of Class B common stock issued to underwriter over the share subscription receivable. Offering costs will be allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Upon completion of the IPO, offering costs associated with warrant liabilities were expensed and offering costs associated with the Class A common stock were charged to temporary equity. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature (except for the warrant liabilities – see Note 7). Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Net (Loss) Income Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 15,028,750 shares of Class A common stock from the outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2023 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, basic and diluted net (loss) income per Class A share is the same for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: At March 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted and basic (loss) income per Class B share is the same for the period. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Common Stock subject to possible redemption Numerator: Net income (loss) allocable to Class A common stock $ (45,345 ) $ 933,215 Denominator: Weighted Average Class A common stock Basic and diluted weighted average shares outstanding 153,295 7,347,389 Basic and diluted net income (loss) per share $ (0.30 ) $ 0.13 Class A Common Stock Numerator: Net income (loss) allocable to Class A common stock $ (575,596 ) $ — Denominator: Weighted Average Class A common stock Basic and diluted weighted average shares outstanding 1,945,884 — Basic and diluted net income (loss) per share $ (0.30 ) $ — Class B Common Stock Numerator: Net income (loss) allocable to Class B common stock $ (680,822 ) $ 456,453 Denominator: Weighted Average Class A common stock Basic and diluted weighted average shares outstanding 2,301,616 3,593,750 Basic and diluted net income (loss) per share $ (0.30 ) $ 0.13 Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes.” ASC Topic 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC Topic 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.15% and 0.00% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC Topic 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Common stock Subject to Possible Redemption The Company’s Class A common stock that was sold as part of the Units in the IPO contains a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classified the 14,375,000 shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Public Warrants), and as such, the initial carrying value of public shares is classified as temporary equity. On December 21, 2022, the Company held the Meeting. At the Meeting, the Company’s stockholders approved an amendment to the Company’s second amended and restated certificate of incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial Business Combination from February 15, 2023 to August 15, 2023 or such earlier date as determined by the Company’s Board of Directors, and to provide for up to two additional three-month extensions beyond August 15, 2023 for the period of time for the Company to consummate an initial Business Combination. In connection with the Meeting, stockholders holding 14,221,705 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $146 million (approximately $10.29 per Public Share) was removed from the Trust Account to pay such holders and approximately $1.6 million will remain in the Trust Account. Following redemptions, the Company has 153,295 Public Shares outstanding as of March 31, 2023 and December 31, 2022, respectively. Concentration of credit risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Recent Accounting Standards In August 2020, FASB issued ASU Topic 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 for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted ASU 2020-06 effective as of April 13, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. 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 unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2023
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On February 15, 2022, the Company consummated its IPO of 14,375,000 Units, including 1,875,000 Units sold pursuant to the full exercise of the underwriter’s option to purchase additional units to cover over-allotments, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one redeemable Public Warrant. Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). Following the closing of the IPO on February 15, 2022, $146,625,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a Trust Account and will be invested only in U.S. government securities 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 which invest only in direct U.S. government treasury obligations. All of the 14,375,000 Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC guidance on redeemable equity instruments, which has been codified in ASC Topic 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. In connection with the stockholders’ vote at the Meeting, 14,221,705 shares were tendered for redemption. Accordingly, at March 31, 2023 and December 31, 2022, 153,295 shares of common stock subject to possible redemption are presented at redemption value of $11.00 and $11.78 per share, as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively. The shares of Class A common stock are accounted for in accordance with the guidance in ASC Topic 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 recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of March 31, 2023 and December 31 2023, the common stock subject to possible redemption reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 143,750,000 Less: Proceeds allocated to Public Warrants (4,600,256 ) Class A common stock issuance cost (3,765,151 ) Redemptions (146,413,246 ) Plus: Remeasurement of carrying value to redemption value 12,834,467 Common stock subject to possible redemption, December 31, 2022 1,805,814 Less: Redemptions (132,263 ) Plus: Remeasurement of carrying value to redemption value 13,047 Common stock subject to possible redemption, March 31, 2023 $ 1,686,598

Private Placement

Private Placement	3 Months Ended
	Mar. 31, 2023
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 653,750 Private Placement Units at a price of $10.00 per Unit, or $6,537,500 in the aggregate, in a private placement. Each Private Placement Unit consists of one share of Class A common stock and one Private Placement Warrant. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor or its permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares In May 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 3,750,000 shares of common stock (the “Founder Shares”). On December 14, the Sponsor returned to the Company, at no cost, an aggregate of 511,250 Founder Shares, which the Company cancelled. On December 14, 2021, an aggregate of 355,000 shares of Class B common stock were issued to A.G.P. (the “Representative”), resulting in an aggregate of 3,593,750 shares of Class B common stock outstanding. On January 12, 2022, the Sponsor transferred 176,094 Founder Shares to George Syllantavos, and 28,750 Founder Shares to Anastasios Chrysostomidis. The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 14,375,000 Units if the underwriter’s over-allotment option were exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the IPO. The underwriter’s over-allotment option was exercised in full, and no Founder Shares were forfeited. On February 27, 2023, the Company issued an aggregate of 3,593,749 shares of Class A common stock to our sponsor, A.G.P., George Syllantavos and Anastasios Chrysostomidis, the holders of our Class B common stock, upon the conversion of an equal number of shares of Class B common stock. These shares of class A common stock are subject to the same restrictions as applied to the Class B common stock before the conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. Following the conversion, our sponsor was the beneficial owner of 3,033,905 shares of our Class A common stock and one share of our Class B common stock. The sponsor then transferred 533,525 shares of Class A common stock to certain members of the sponsor. Subsequent to those transfers, the sponsor holds 2,500,380 shares of Class A common stock and one share of Class B common stock, as well as 653,750 shares of Class A common stock underlying private placement units, which units were acquired by the sponsor in connection with the Company’s initial public offering. Following the redemptions and the conversion of Class B common stock into shares of Class A common stock, there are currently 153,295 public shares outstanding and a total of 4,400,794 shares of Class A common stock and one share of Class B Common stock are outstanding, including the 2,500,380 shares of Class A common stock and the one share of Class B common stock that are beneficially owned by our sponsor. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) six months after the date of the consummation of the initial Business Combination or (ii) the date on which the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the initial Business Combination, the Founder Shares will no longer be subject to such transfer restrictions. Promissory Note — Related Party On July 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of March 31, 2022 or the completion of the IPO. The outstanding balance under the promissory note of $208,563 was paid in full and as a result, the credit facility is no longer available. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such working capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit (which, for example, would result in the holders being issued 150,000 units if $1,500,000 of notes were so converted) at the option of the lender. Such units would be identical to the Private Placement Units. The terms of such working capital loans by the Sponsor or its affiliates, or the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. At March 31, 2023 and December 31, 2022, no such Working Capital Loans were outstanding. Administrative Service Fee The Company entered into an administrative services agreement on the effective date of the registration statement for the IPO pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month, for up to 18 months, for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2023, the Company incurred $30,000 of administrative service fees, $30,000 of which were paid. For the three months ended March 31, 2022, the Company incurred $15,000 of administrative service fees, all of which were fully paid. Due to Related Party At March 31, 2023 and December 31, 2022, the Company had $0 and $5,059 borrowings due to a related party, respectively. Due from Sponsor Due from Sponsor is a non-interest-bearing advance and is due on demand. At March 31, 2023 and December 31, 2022, $3,047 are included in due from sponsor in the accompanying condensed balance sheets, respectively

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Units, the Private Placement Warrants, and the shares of Class A common stock underlying the Private Placement Warrants will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement that was signed prior to or on the effective date of the IPO. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which the IPO forms a part and may not exercise their demand rights on more than one occasion. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 1,875,000 Units to cover over-allotments, if any. As of February 15, 2022, the underwriters had fully exercised the over-allotment option. On December 14, 2021, the Company sold an aggregate of 355,000 shares of Class B common stock to A.G.P. at $0.007 per share, for a total consideration of $2,470, and was recorded as share subscription receivable. The subscription receivable was paid on February 18, 2022. The fair value of Class B common stock sold to A.G.P. was $1,974,868. The Company accounted for $1,972,398 of the excess of the fair value of Class B common stock issued to underwriter over the share subscription receivable as an offering cost of the IPO and allocated between the warrants, equity and temporary equity based on the relative fair values. On February 15, 2022, the Company paid cash underwriting commissions of $1,437,500 to the underwriters. Business Combination Marketing Agreement The Company engaged A.G.P. as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the initial Business Combination, and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay A.G.P. a fee in cash for such services upon the consummation of the initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO, or $5,031,250 in the aggregate. Pursuant to the terms of the Business Combination marketing agreement, no fee will be due if the Company does not complete an initial Business Combination. Business Combination Agreement On February 13, 2023, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among (i) the Company (ii) Relativity Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Relativity (“Pubco”), (iii) Relativity Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (the “Merger Sub”), (iv) SVES GO, LLC, a Florida limited liability company, SVES LLC, a Florida limited liability company, SVES CP LLC, a Florida limited liability company and SVES Apparel LLC, a Florida limited liability company (collectively, the “Operating Companies” or “SVES”), (v) SVGO LLC, ESGO LLC, SV Apparel LLC, and ES Business Consulting LLC (each a “Seller”), (vi) Timothy J. Fullum and Salomon Murciano, (vii) the Sponsor and (viii) Timothy J. Fullum. SVES is a key intermediary connecting full-price fashion brands with off-price retailers that are able to sell inventory that would otherwise be sold or disposed of by full-price brands at a significant loss. At the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), in accordance with the DGCL, (a) the Merger Sub will merge with and into the Company, with the Company surviving the Business Combination as a wholly-owned subsidiary of Pubco, and (b) each Seller will contribute all of its ownership interest in each Operating Company to Pubco in exchange for aggregate consideration in the amount of $632,000,000, to be paid in the common stock of Pubco valued at $10.00 per share of common stock. At the Closing, each public warrant of the Company will be converted into one Pubco public warrant and each private warrant of the Company will be converted into one Pubco private warrant, in each case with such Pubco warrant having substantially the same terms and conditions as set forth in the respective Company warrants, except that in each case they will represent the right to acquire shares of Pubco common stock in lieu of shares of Class A common stock.

Fair Value Measurement

Fair Value Measurement	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurement	Note 7 — Fair Value Measurement The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments in the Mutual Fund. March 31, Quoted Significant Significant Assets: Mutual Fund held in Trust Account $ 1,697,819 $ 1,697,819 $ — $ — Liabilities: Public Warrants $ 677,063 $ — $ 677,063 $ — Private Warrants 30,791 — — 30,791 Warrant Liabilities $ 707,853 $ — $ 677,063 $ 30,791 December 31, Quoted Significant Significant Assets: Mutual Fund held in Trust Account $ 1,671,810 $ 1,671,810 $ — $ — Liabilities: Public Warrants $ 432,688 $ — $ 432,688 $ — Private Warrants 20,434 — — 20,434 Warrant Liabilities $ 453,122 $ — $ 432,688 $ 20,434 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to/from during the three months ended March 31, 2023 and 2022. The warrants were initially classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs. On December 31, 2022 and March 31, 2023, the Public Warrants were reclassified to Level 2 as no trading activity took place on the reporting dates. The estimated fair value of the Private Placement Warrants at March 31, 2023 was determined using Level 3 inputs. Inherent in a Monte Carlo options pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on projected volatility of comparable public companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The following table provides quantitative information regarding Level 3 fair value measurements as of February 15, 2022 (initial recognition) and March 31, 2023: December 31, March 31, Strike price $ 12.65 $ 11.50 Share price $ 10.00 $ 12.28 Volatility 7.20 % 0.00 % Risk-free rate 4.73 % 4.74 % Expected term (years) 0.96 0.83 The change in the fair value of the warrant liabilities, measured using Level 3 inputs, for the three months ended March 31, 2023 is summarized as follows: Warrant Liability Warrant liabilities at December 31, 2022 $ 20,434 Change in fair value of warrant liabilities 10,357 Warrant liabilities at March 31, 2023 $ 30,791

Warrant Liability

Warrant Liability	3 Months Ended
	Mar. 31, 2023
Warrant Liability [Abstract]
Warrant Liability	Note 8 — Warrant Liability As of March 31, 2023 and December 31, 2022, there were 15,028,750 warrants outstanding, respectively. The Company accounted for the 15,028,750 warrants issued in connection with the IPO (14,375,000 Public Warrants and 653,750 Private Placement Warrants) in accordance with the guidance contained in ASC Topic 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability is adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of this offering and will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 52 nd Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	Note 9 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were 653,750 shares of Class A common stock issued or outstanding, respectively, excluding 153,295 shares subject to possible redemption, respectively. Class B Common Stock The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. At March 31, 2023 and December 31, 2022, there were 1 and 3,593,750 shares of Class B common stock issued and outstanding, respectively, of which 468,750 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full so that the Founder Shares would represent, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the IPO (assuming the Sponsor did not purchase any public shares in the IPO). As of February 15, 2022, the over-allotment option was fully exercised and such shares were no longer subject to forfeiture. The remaining share of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO (not including the shares of Class A common stock issuable to the Representative) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private placement-equivalent securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). The Company cannot determine at this time whether a majority of the holders of the Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for the initial Business Combination; (ii) negotiation with Class A stockholders on structuring an initial Business Combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of the Class B common stock, but would reduce the percentage ownership of holders of the Class A common stock. If such adjustment is waived, the issuance would reduce the percentage ownership of holders of both classes of the Company’s common stock. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issues in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based on this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On April 19, 2023, the Company, the Purchaser Representative and the Seller Representative entered into the Second Amendment to the Business Combination Agreement (the “Second BCA Amendment”) pursuant to which the parties amended the Business Combination Agreement, as amended, in order (i) to extend the date by which the Seller Representative is required to deliver Audited Company Financials to the Company from April 7, 2023 to May 1, 2023, (ii) to extend the Due Diligence Period from 5:00 p.m. on April 7, 2023 to 5:00 p.m. May 1, 2023 and (iii) in connection with the transactions contemplated by the Business Combination Agreement, to permit the Company, subject to receiving any required consent from the holders of Purchaser Public Warrants, to convert the Purchaser Public Warrants into Purchaser Class A Common Stock in a manner and amount to be specified in the Proxy Statement and approved by the Seller Representative, which Purchaser Class A Common Stock would be converted automatically into the right to receive one share of Pubco Common Stock at the Closing.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K filed by the Company with the Securities and Exchange Commission the SEC on March 31, 2023.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Relativity Purchaser Merger Sub Inc. There has been no intercompany activity since inception.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section2 (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934 (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 which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. 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 unaudited condensed 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. The Company has determined the more significant accounting estimates included in our financial statements is the determination of the fair value of Derivative Financial Instruments as described below.
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. As of March 31, 2023 and December 31, 2022, the Company had cash of $ 772,410 and $1,429,804, respectively. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022.
Investment held in Trust Account	Investment held in Trust Account As of March 31, 2023 and December 31, 2022, the Company had $1,697,819 and $1,671,810, respectively, in investments held in the Trust Account that were held in money market funds which are primarily invested in U.S. treasury securities. Net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s investments held in the Trust Account are classified as trading 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 warrant liability are included in interest income on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Deferred Offering Costs	Deferred Offering Costs Offering costs consist of accounting and legal expenses incurred through the balance sheet date that are directly related to the IPO, and the excess of the fair value of Class B common stock issued to underwriter over the share subscription receivable. Offering costs will be allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Upon completion of the IPO, offering costs associated with warrant liabilities were expensed and offering costs associated with the Class A common stock were charged to temporary equity.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature (except for the warrant liabilities – see Note 7). Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Net (Loss) Income Per Common Stock	Net (Loss) Income Per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 15,028,750 shares of Class A common stock from the outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three months ended March 31, 2023 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, basic and diluted net (loss) income per Class A share is the same for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: At March 31, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted and basic (loss) income per Class B share is the same for the period. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Common Stock subject to possible redemption Numerator: Net income (loss) allocable to Class A common stock $ (45,345 ) $ 933,215 Denominator: Weighted Average Class A common stock Basic and diluted weighted average shares outstanding 153,295 7,347,389 Basic and diluted net income (loss) per share $ (0.30 ) $ 0.13 Class A Common Stock Numerator: Net income (loss) allocable to Class A common stock $ (575,596 ) $ — Denominator: Weighted Average Class A common stock Basic and diluted weighted average shares outstanding 1,945,884 — Basic and diluted net income (loss) per share $ (0.30 ) $ — Class B Common Stock Numerator: Net income (loss) allocable to Class B common stock $ (680,822 ) $ 456,453 Denominator: Weighted Average Class A common stock Basic and diluted weighted average shares outstanding 2,301,616 3,593,750 Basic and diluted net income (loss) per share $ (0.30 ) $ 0.13
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes.” ASC Topic 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC Topic 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 0.15% and 0.00% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC Topic 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Common stock Subject to Possible Redemption	Common stock Subject to Possible Redemption The Company’s Class A common stock that was sold as part of the Units in the IPO contains a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classified the 14,375,000 shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., Public Warrants), and as such, the initial carrying value of public shares is classified as temporary equity. On December 21, 2022, the Company held the Meeting. At the Meeting, the Company’s stockholders approved an amendment to the Company’s second amended and restated certificate of incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial Business Combination from February 15, 2023 to August 15, 2023 or such earlier date as determined by the Company’s Board of Directors, and to provide for up to two additional three-month extensions beyond August 15, 2023 for the period of time for the Company to consummate an initial Business Combination. In connection with the Meeting, stockholders holding 14,221,705 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $146 million (approximately $10.29 per Public Share) was removed from the Trust Account to pay such holders and approximately $1.6 million will remain in the Trust Account. Following redemptions, the Company has 153,295 Public Shares outstanding as of March 31, 2023 and December 31, 2022, respectively.
Concentration of credit risk	Concentration of credit risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.
Recent Accounting Standards	Recent Accounting Standards In August 2020, FASB issued ASU Topic 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 for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company early adopted ASU 2020-06 effective as of April 13, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. 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 unaudited condensed financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share	For the Three Months Ended March 31, 2023 2022 Class A Common Stock subject to possible redemption Numerator: Net income (loss) allocable to Class A common stock $ (45,345 ) $ 933,215 Denominator: Weighted Average Class A common stock Basic and diluted weighted average shares outstanding 153,295 7,347,389 Basic and diluted net income (loss) per share $ (0.30 ) $ 0.13 Class A Common Stock Numerator: Net income (loss) allocable to Class A common stock $ (575,596 ) $ — Denominator: Weighted Average Class A common stock Basic and diluted weighted average shares outstanding 1,945,884 — Basic and diluted net income (loss) per share $ (0.30 ) $ — Class B Common Stock Numerator: Net income (loss) allocable to Class B common stock $ (680,822 ) $ 456,453 Denominator: Weighted Average Class A common stock Basic and diluted weighted average shares outstanding 2,301,616 3,593,750 Basic and diluted net income (loss) per share $ (0.30 ) $ 0.13

Initial Public Offering (Tables

Initial Public Offering (Tables)	3 Months Ended
	Mar. 31, 2023
Initial Public Offering [Abstract]
Schedule of common stock subject to possible redemption	Gross proceeds from IPO $ 143,750,000 Less: Proceeds allocated to Public Warrants (4,600,256 ) Class A common stock issuance cost (3,765,151 ) Redemptions (146,413,246 ) Plus: Remeasurement of carrying value to redemption value 12,834,467 Common stock subject to possible redemption, December 31, 2022 1,805,814 Less: Redemptions (132,263 ) Plus: Remeasurement of carrying value to redemption value 13,047 Common stock subject to possible redemption, March 31, 2023 $ 1,686,598

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of company’s assets and liabilities	March 31, Quoted Significant Significant Assets: Mutual Fund held in Trust Account $ 1,697,819 $ 1,697,819 $ — $ — Liabilities: Public Warrants $ 677,063 $ — $ 677,063 $ — Private Warrants 30,791 — — 30,791 Warrant Liabilities $ 707,853 $ — $ 677,063 $ 30,791 December 31, Quoted Significant Significant Assets: Mutual Fund held in Trust Account $ 1,671,810 $ 1,671,810 $ — $ — Liabilities: Public Warrants $ 432,688 $ — $ 432,688 $ — Private Warrants 20,434 — — 20,434 Warrant Liabilities $ 453,122 $ — $ 432,688 $ 20,434
Schedule of quantitative information regarding level 3 fair value measurements	December 31, March 31, Strike price $ 12.65 $ 11.50 Share price $ 10.00 $ 12.28 Volatility 7.20 % 0.00 % Risk-free rate 4.73 % 4.74 % Expected term (years) 0.96 0.83
Schedule of fair value of the warrant liabilities, measured using Level 3 inputs	Warrant Liability Warrant liabilities at December 31, 2022 $ 20,434 Change in fair value of warrant liabilities 10,357 Warrant liabilities at March 31, 2023 $ 30,791

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)		1 Months Ended		3 Months Ended	9 Months Ended	12 Months Ended
	Feb. 15, 2022	Aug. 16, 2022	Feb. 15, 2022	Mar. 31, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization and Business Operations (Details) [Line Items]
Company consummated IPO (in Shares)			14,375,000
Consummated IPO price per share (in Dollars per share)	$ 10		$ 10	$ 10
Underwriter shares (in Shares)	1,875,000		1,875,000
Class A common stock price per share (in Dollars per share)	$ 11.5		$ 11.5
Transaction cost				$ 3,890,326
Underwriting commission				1,437,500
Underwriter share subscription receivable				1,972,398
Other offering costs				$ 480,428
Fair market value percentage				80%
Interest to pay dissolution expenses				$ 100,000
Percentage of public shares	100%
Public per share (in Dollars per share)				$ 10.2
Deposits aggregate amount				$ 1,000
Redemption shares (in Shares)				14,221,705
Redeem of public shares percentage				100%
Public per share (in Dollars per share)				$ 10.2		$ 10.29
U.S. federal excise tax		1%
Excise tax		1%
Working Capital				$ 772,410
Interest income				52,708
Working capital loans				$ 1,500,000	$ 1,500,000
Units price per shares (in Dollars per share)				$ 10
Holders being issued shares (in Shares)				150,000
Holders being issued amount				$ 1,500,000
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Shares sold (in Shares)				1,875,000
Net proceeds	$ 146,625,000
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Net proceeds	$ 146,625,000
Sale of per shares unit (in Dollars per share)	$ 10.2		$ 10.2
Interest to pay dissolution expenses	$ 100,000
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Public per share (in Dollars per share)				$ 10.2
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Owns or acquires percentage				50%
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Company consummated private placement (in Shares)				653,750
Price per share (in Dollars per share)				$ 10

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022
Accounting Policies [Abstract]
Cash	$ 772,410	$ 1,429,804
Investments held in trust account	$ 1,697,819	1,671,810
Purchase of outstanding warrants (in Shares)	15,028,750
Effective Income Tax Rate Reconciliation, Deduction, Amount	$ 0.15	$ 0
Statutory tax rate, percentage	21%
Shares subject to redemption (in Shares)	14,375,000
Exercised shares (in Shares)	14,221,705		150,000
Funds Trust Account	$ 146,000,000
Public per Share (in Dollars per share)	$ 10.2	$ 10.29
Trust Account pay holders		$ 1,600,000
Public shares outstanding (in Shares)	153,295	153,295
Federal depository insurance coverage	$ 250,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A Common Stock subject to possible redemption [Member]
Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share [Line Items]
Numerator: Net income (loss) allocable to Class A common stock	$ (45,345)	$ 933,215
Basic and diluted weighted average shares outstanding	153,295	7,347,389
Basic and diluted net income (loss) per share	$ (0.3)	$ 0.13
Class A Common Stock [Member]
Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share [Line Items]
Numerator: Net income (loss) allocable to Class A common stock	$ (575,596)
Basic and diluted weighted average shares outstanding	1,945,884
Basic and diluted net income (loss) per share	$ (0.3)
Class B Common Stock [Member]
Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share [Line Items]
Numerator: Net income (loss) allocable to Class A common stock	$ (680,822)	$ 456,453
Basic and diluted weighted average shares outstanding	2,301,616	3,593,750
Basic and diluted net income (loss) per share	$ (0.3)	$ 0.13

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A Common Stock subject to possible redemption [Member]
Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share (Parentheticals) [Line Items]
Basic and diluted weighted average shares outstandings	153,295	7,347,389
Basic and diluted net income (loss) per shares	$ (0.30)	$ 0.13
Class A Common Stock [Member]
Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share (Parentheticals) [Line Items]
Basic and diluted weighted average shares outstandings	1,945,884
Basic and diluted net income (loss) per shares	$ (0.30)
Class B Common Stock [Member]
Significant Accounting Policies (Details) - Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share (Parentheticals) [Line Items]
Basic and diluted weighted average shares outstandings	2,301,616	3,593,750
Basic and diluted net income (loss) per shares	$ (0.30)	$ 0.13

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		3 Months Ended	9 Months Ended	12 Months Ended
	Feb. 15, 2022	Mar. 31, 2023	Sep. 30, 2022	Dec. 31, 2022
Initial Public Offering (Details) [Line Items]
Government securities maturity days	185 years
Redemption shares		$ 14,221,705
Common stock subject to possible redemption shares				153,295
Redemption value per share		$ 11		$ 11.78
IPO [Member]
Initial Public Offering (Details) [Line Items]
Units issued	14,375,000
Purchase price per units	$ 10.2
Net proceeds	$ 146,625,000
Initial public offering sold		14,375,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Units issued	1,875,000
Purchase price per units	$ 10
Net proceeds	$ 146,625,000
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Warrant, description			Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of common stock subject to possible redemption - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule of Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds from IPO		$ 143,750,000
Less:
Proceeds allocated to Public Warrants		(4,600,256)
Class A common stock issuance cost		(3,765,151)
Redemptions	$ (132,263)	(146,413,246)
Plus:
Remeasurement of carrying value to redemption value	13,047	12,834,467
Common stock subject to possible redemption	$ 1,686,598	$ 1,805,814

Private Placement (Details)

Private Placement (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Price per unit	$ 0.01
Aggregate amount | $	$ 6,537,500
Sponsor [Member]
Private Placement (Details) [Line Items]
Private placement units | shares	653,750
Price per unit	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)					3 Months Ended		9 Months Ended
	Feb. 27, 2023	Jan. 12, 2022	Dec. 14, 2021	Jul. 02, 2021	Mar. 31, 2023	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	May 31, 2021
Related Party Transactions (Details) [Line Items]
Deferred offering costs (in Dollars)									$ 25,000
Aggregate shares	3,593,749
Common stock, shares outstanding					153,295			153,295
Percentage of outstanding shares		20%
Sponsor holds					2,500,380
Total shares					4,400,794
Cover expenses (in Dollars)				$ 300,000
Outstanding balance promissory note (in Dollars)				$ 208,563
Working capital loans (in Dollars)					$ 1,500,000		$ 1,500,000
Convertible unit price (in Dollars per share)							$ 10
Issued shares					14,221,705		150,000
Issued share price (in Dollars)							$ 1,500,000
Sponsor total (in Dollars)							$ 10,000
Administrative service paid fee (in Dollars)					$ 30,000	$ 30,000
Borrowings due to related party (in Dollars)					0	5,059
Due from sponsor (in Dollars)					$ 3,047	$ 3,047
IPO [Member]
Related Party Transactions (Details) [Line Items]
Underwriter’s units		14,375,000
Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Aggregate shares			355,000
Common stock, shares outstanding			3,593,750
Common shares					1
Common stock shares issued					1			3,593,750
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Beneficial owner (in Dollars)					$ 3,033,905
Common shares					2,500,380
Common stock shares issued					4,247,499			653,750
Common stock equals or exceeds price per share (in Dollars per share)							$ 12
Class A Common Stock [Member] | Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Common shares					1
Common stock shares issued					533,525
Class A Common Stock [Member] | Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Common stock shares issued					653,750
George Syllantavos [Member]
Related Party Transactions (Details) [Line Items]
Transferred founder shares		176,094
Anastasios Chrysostomidis [Member]
Related Party Transactions (Details) [Line Items]
Transferred founder shares		28,750
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares									3,750,000
Aggregate shares			511,250

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)			3 Months Ended
	Feb. 15, 2022	Dec. 14, 2021	Mar. 31, 2023
Commitments and Contingencies (Details) [Line Items]
Total consideration amount		$ 2,470
Underwriting commissions paid	$ 1,437,500
Aggregate amount			$ 5,031,250
Aggregate consideration			$ 632,000,000
Common stock value per share (in Dollars per share)	$ 10		$ 10
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares)			1,875,000
Class B Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate shares (in Shares)		355,000
(in Dollars per share)		$ 0.007
Fair value			$ 1,974,868
Excess of fair value			$ 1,972,398
Business Combination [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds, percentage			3.50%

Fair Value Measurement (Details

Fair Value Measurement (Details) - Schedule of company’s assets and liabilities - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Assets:
Mutual Fund held in Trust Account	$ 1,697,819	$ 1,671,810
Liabilities:
Public Warrants	$ 677,063	$ 432,688
Private Warrants (in Shares)	30,791	20,434
Warrant Liabilities	$ 707,853	$ 453,122
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Mutual Fund held in Trust Account	1,697,819	1,671,810
Liabilities:
Public Warrants
Private Warrants (in Shares)
Warrant Liabilities
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Mutual Fund held in Trust Account
Liabilities:
Public Warrants	$ 677,063	$ 432,688
Private Warrants (in Shares)
Warrant Liabilities	$ 677,063	$ 432,688
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Mutual Fund held in Trust Account
Liabilities:
Public Warrants
Private Warrants (in Shares)	30,791	20,434
Warrant Liabilities	$ 30,791	$ 20,434

Fair Value Measurement (Detai_2

Fair Value Measurement (Details) - Schedule of quantitative information regarding level 3 fair value measurements - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule Of Quantitative Information Regarding Level3 Fair Value Measurements Abstract
Strike price	$ 11.5	$ 12.65
Share price	$ 12.28	$ 10
Volatility	0%	7.20%
Risk-free rate	4.74%	4.73%
Expected term (years)	9 months 29 days	11 months 15 days

Fair Value Measurement (Detai_3

Fair Value Measurement (Details) - Schedule of fair value of the warrant liabilities, measured using Level 3 inputs	3 Months Ended
	Mar. 31, 2023 USD ($)
Schedule Of Fair Value Of The Warrant Liabilities Measured Using Level3 Inputs Abstract
Warrant liabilities at beginning	$ 20,434
Change in fair value of warrant liabilities	10,357
Warrant liabilities at ending	$ 30,791

Warrant Liability (Details)

Warrant Liability (Details) - $ / shares	3 Months Ended	9 Months Ended
	Mar. 31, 2023	Sep. 30, 2022
Warrant Liability (Details) [Line Items]
Warrants outstanding		15,028,750
Warrants issued		15,028,750
Public warrants		14,375,000
Private placement warrants		653,750
Warrants term		5 years
Common stock, redemption value per share (in Dollars per share)	$ 18
Price per warrant (in Dollars per share)	0.01
Exceeds per share (in Dollars per share)	$ 18
Business Combination [Member]
Warrant Liability (Details) [Line Items]
Business combination, description		Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Stockholders’ Deficit (Details) [Line Items]
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Converted basis, percentage	20%
IPO [Member]
Stockholders’ Deficit (Details) [Line Items]
Converted basis, percentage	20%
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Shares issued	653,750
Shares outstanding		653,750
Common stock subject to possible redemption		153,295
Common stock, shares issued	4,247,499	653,750
Common stock, shares outstanding	4,247,499	653,750
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	1	3,593,750
Common stock, shares outstanding	1	3,593,750
Shares subject to forfeiture (in Dollars)	$ 468,750