CERo Therapeutics (CERO) S-4/A 19 Jul 23 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2023
Document Information Line Items
Entity Registrant Name	PHOENIX BIOTECH ACQUISITION CORP.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
Entity Central Index Key	0001870404
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 178,093	$ 475,870	$ 1,098,573
Prepaid expenses and other assets	220,293	225,188	262,500
Marketable securities and cash held in Trust Account	14,031,783
Restricted cash held in Trust Account		41,665,974
Total current assets		42,367,032	1,361,073
OTHER ASSETS
Prepaid expenses-noncurrent			200,651
Deferred tax asset			16,868
Investments held in Trust Account			178,499,615
TOTAL ASSETS	14,430,169	42,367,032	180,078,207
LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued expenses	2,017,184	1,653,120	14,433
Income tax payable	599,159	599,159
Shareholder redemption liability		27,842,747
Working capital loan – related party	650,000	650,000
Franchise tax payable	23,531		80,324
Due to Affiliate	3,315	3,315	3,315
Total current liabilities	3,293,189	30,748,341	98,072
LONG TERM LIABILITIES
Deferred underwriting fee payable	9,150,000	9,150,000	9,150,000
Total liabilities	12,443,189	39,898,341	9,248,072
COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK
Class A Common stock subject to possible redemption	13,565,640	13,468,845	178,500,000
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock value	88	88	88
Common stock value one	459	459	459
Additional paid-in capital
Accumulated deficit	(11,579,207)	(11,000,701)	(7,670,412)
Total stockholders’ deficit	(11,578,660)	(11,000,154)	(7,669,865)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT	$ 14,430,169	$ 42,367,032	$ 180,078,207

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Common stock subject to possible redemption, par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, share authorized	1,288,298	1,288,298	17,500,000
Common stock subject to possible redemption, price per share (in Dollars per share)	$ 10.53	$ 10.45	$ 10.2
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Class A common stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorized	60,000,000	60,000,000	60,000,000
Common stock shares issued	885,000	885,000	885,000
Common stock shares outstanding	885,000	885,000	885,000
Class B common stock
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares authorized	10,000,000	10,000,000	10,000,000
Common stock shares issued	4,596,250	4,596,250	4,596,250
Common stock shares outstanding	4,596,250	4,596,250	4,596,250

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
OPERATING EXPENSES
General and administrative	$ 566,568	$ 354,777	$ 251,706	$ 2,841,391
Franchise tax	23,700	50,000	80,324	64,050
Total operating expenses	590,268	404,777	332,030	2,905,441
OTHER INCOME (LOSS)
Unrealized gain (loss) on marketable securities held in Trust Account		26,780	(385)
Total other income	108,556	26,780
Interest income earned on marketable securities held in Trust Account	108,556			2,836,864
LOSS BEFORE PROVISION FOR (BENEFIT FROM) INCOME TAXES			(332,415)	(68,577)
Income tax expense (benefit)			(16,868)	599,159
NET LOSS	$ (481,712)	$ (377,997)	$ (315,547)	$ (667,736)
Class A common stock
OTHER INCOME (LOSS)
Weighted Average Number of Shares Outstanding (in Shares)	2,173,298	18,385,000	5,041,048	17,896,428
Basic and diluted net (loss) per share (in Dollars per share)	$ (0.07)	$ (0.02)	$ 4.15	$ (0.03)
Class B common stock
OTHER INCOME (LOSS)
Weighted Average Number of Shares Outstanding (in Shares)	4,596,250	4,596,250	4,607,658	4,596,250
Basic and diluted net (loss) per share (in Dollars per share)	$ (0.07)	$ (0.02)	$ (0.03)	$ (0.03)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Class A common stock
Diluted net (loss) per share (in Dollars per share)	$ (0.07)	$ (0.02)	$ 4.15	$ (0.03)
Class B common stock
Diluted net (loss) per share (in Dollars per share)	$ (0.07)	$ (0.02)	$ (0.03)	$ (0.03)

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class A Common stock	Class B Common stock	Additional paid-in capital	Accumulated deficit	Total
Beginning Balance at Jun. 07, 2021
Beginning Balance (in Shares) at Jun. 07, 2021
Issuance of Common Stock to initial stockholder		$ 467	24,533		25,000
Issuance of Common Stock to initial stockholder (in Shares)		4,679,125
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)			4,866,687		4,866,687
Sale of private placement units	$ 88		8,849,912		8,850,000
Sale of private placement units (in Shares)	885,000
Forfeiture of shares		$ (8)	8
Forfeiture of shares (in Shares)		(82,875)
Accretion for Class A Common Stock Subject to Redemption			(13,741,140)	(7,354,865)	(21,096,005)
Net loss				(315,547)	(315,547)
Ending Balance at Dec. 31, 2021	$ 88	$ 459		(7,670,412)	(7,669,865)
Ending Balance (in Shares) at Dec. 31, 2021	885,000	4,596,250
Net loss				(377,997)	(377,997)
Ending Balance at Mar. 31, 2022	$ 88	$ 459		(8,048,409)	(8,047,862)
Ending Balance (in Shares) at Mar. 31, 2022	885,000	4,596,250
Beginning Balance at Dec. 31, 2021	$ 88	$ 459		(7,670,412)	(7,669,865)
Beginning Balance (in Shares) at Dec. 31, 2021	885,000	4,596,250
Accretion for Class A Common Stock Subject to Redemption				(2,662,553)	(2,662,553)
Net loss				(667,736)	(667,736)
Ending Balance at Dec. 31, 2022	$ 88	$ 459		(11,000,701)	(11,000,154)
Ending Balance (in Shares) at Dec. 31, 2022	885,000	4,596,250
Accretion for Class A Common Stock Subject to Redemption				(96,794)	(96,794)
Net loss				(481,712)	(481,712)
Ending Balance at Mar. 31, 2023	$ 88	$ 459		$ (11,579,207)	$ (11,578,660)
Ending Balance (in Shares) at Mar. 31, 2023	885,000	4,596,250

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (481,712)	$ (377,997)	$ (315,547)	$ (667,736)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain(loss) on marketable securities held in Trust Account		(26,780)
Interest income earned on marketable securities held in Trust Account	(108,556)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	4,896	20,101
Accounts payable and accrued expenses	364,064	106,909
Franchise tax payable	23,531	(30,324)
Net cash flows used in operating activities	(197,777)	(308,091)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited into Trust Account	(100,000)
Net cash flows provided by (used in) investing activities	(100,000)
CASH FLOWS FROM FINANCING ACTIVITIES
NET CHANGE IN CASH AND RESTRICTED CASH	(297,777)	(308,091)
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD	475,870	1,098,573		1,098,573
CASH AND RESTRICTED CASH, END OF PERIOD	178,093	790,482	1,098,573	475,870
Supplemental disclosure of noncash activities:
Accretion of Class A common stock subject to possible redemption	96,794
Shareholder redemption liability				27,842,747
Previously Reported
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(315,547)	(667,736)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized gain(loss) on marketable securities held in Trust Account			385
Interest income earned on marketable securities held in Trust Account				(2,836,864)
Income tax benefit			(16,868)
Changes in operating assets and liabilities:
Prepaid expenses and other assets			(463,151)	254,831
Income tax payable				599,159
Due to Affiliates			3,315
Accounts payable and accrued expenses			14,433	1,638,687
Franchise tax payable			80,324	(80,324)
Net cash flows used in operating activities			(697,109)	(1,092,247)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited into Trust Account			(178,500,000)	(325,000)
Cash withdrawn from Trust Account for taxes				144,544
Cash withdrawn from Trust Account in connection with redemption				181,516,935
Net cash flows provided by (used in) investing activities			(178,500,000)	181,336,479
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering			172,365,000
Proceeds from working capital loan – related party			55,000	650,000
Payments of notes payable – related party			(55,000)
Proceeds from private placement units			8,850,000
Proceeds from the issuance of Class B common stock to sponsor			25,000
Payment of offering costs			(944,318)
Redemption of common stock				(139,850,961)
Net cash flows (used in) provided by financing activities			180,295,682	(139,200,961)
NET CHANGE IN CASH AND RESTRICTED CASH			1,098,573	41,043,271
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD	$ 42,141,844	$ 1,098,573		1,098,573
CASH AND RESTRICTED CASH, END OF PERIOD			1,098,573	42,141,844
Supplemental disclosure of noncash activities:
Deferred underwriting commissions payable charged to additional paid in capital			9,150,000
Accretion of Class A common stock subject to possible redemption			21,096,005	2,417,776
Shareholder redemption liability				$ 27,842,747

Description of Organization and

Description of Organization and Business Operations	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Description of Organization and Business Operations and Liquidity [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Note 1 — Description of Organization and Business Operations and Liquidity Phoenix Biotech Acquisition Corp. (the “Company”) was incorporated in Delaware on June 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity through March 31, 2023, relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the offering, the search for a prospective initial 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 Simultaneously with the closing of the IPO, the Company consummated the sale of 845,000 units (“Private Placement Units”) (with respect to the Class A common stock included in the Private Placement Units offered, the “Private Placement Shares”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Phoenix Biotech Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co.(“Cantor”)and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), generating gross proceeds of $8,450,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 2,000,000 additional Units upon receiving notice of the underwriter’s election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $20,000,000 and incurring additional offering costs of $1,400,000 in underwriting fees, all of which are deferred until the completion of the Company’s initial Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 40,000 Private Placement Units to the Sponsor and CCM, generating gross proceeds of $400,000. Offering costs for the IPO and exercise of the overallotment option amounted to $12,729,318, consisting of $2,635,000 of underwriting fees, $9,150,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $944,318 of other costs. As described in Note 6, the $9,150,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by July 8, 2023, subject to the terms of the underwriting agreement. Following the closing of the IPO, $178,500,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, the Overallotment Units and the Private Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480 -10-S99 -20 -10-S99 -in Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Private Placement Shares and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (defined below), unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. On December 16, 2022, the Company held a special meeting of our stockholders (the “Special Meeting”). At the Special Meeting, our stockholders approved an amendment (the “IMTA Amendment”) to the Company’s Investment Management Trust Agreement (the “IMTA”), dated October 5, 2021, with Continental Stock Transfer & Trust Company (“CST”), as trustee, and an amendment to the Company’s Certificate of Incorporation, to extend the date by which we must consummate a business combination transaction by three months from January 8, 2023 to April 8, 2023, and provide our board of directors the ability to further extend the date by which we have to consummate a business combination up to three additional times for one month each time, for a maximum of six additional months (the “Charter Amendment”). As of the date of this report, the liquidation date of the Company has been extended to June 8, 2023. In connection with the Special Meeting, our sponsor agreed that if the Charter Amendment and the IMTA Amendment were approved at the Special Meeting, our sponsor, or one or more of its affiliates, members or third -party In connection with the approval of the extension, holders of 16,211,702 shares of Class A common stock exercised redemption rights (the “Redemption”). As a result, following the satisfaction of such redemptions, as of March 31, 2023 and December 31, 2022, the Company had 2,173,298 shares of Class A common stock outstanding, of which 1,288,298 are Public Shares issued to the public in the Company’s IPO. The Public Shares are entitled to receive a pro rata portion of the remaining funds in the Company’s Trust Account in connection with its initial business combination, a liquidation or certain other events. The remaining 885,000 are shares of Class A common stock included in the private placement units acquired in the private placement by the Sponsor and other investors concurrent with the Company’s IPO, which shares of Class A common stock do not have redemption rights. If the Company is unable to complete a Business Combination by June 8, 2023 or a further extended date under the Charter Amendment discussed above (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 aper -share the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID -19 -19 -19 Inflation Reduction Act of 2022 (the “IR Act”) 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 and Going Concern As of March 31, 2023, the Company had $178,093 in its operating bank accounts, $14,031,783 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Public Shares in connection therewith and a working capital deficit of $2,295,644, excluding the effects of taxes payable. The Company currently projects that it will not have sufficient funds to cover its expenses over a one -year	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Phoenix Biotech Acquisition Corp. (the “Company”) was incorporated in Delaware on June 8, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022, relates to the Company’s formation and initial public offering (“IPO”), which is described below and, since the offering, the search for a prospective initial 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 Simultaneously with the closing of the IPO, the Company consummated the sale of 845,000 units (“Private Placement Units”) (with respect to the Class A common stock included in the Private Placement Units offered, the “Private Placement Shares”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Phoenix Biotech Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), generating gross proceeds of $8,450,000, which is described in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 2,000,000 additional Units upon receiving notice of the underwriter’s election to partially exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $20,000,000 and incurring additional offering costs of $1,400,000 in underwriting fees, all of which are deferred until the completion of the Company’s initial Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 40,000 Private Placement Units to the Sponsor and CCM, generating gross proceeds of $400,000. Offering costs for the IPO and exercise of the overallotment option amounted to $12,729,318, consisting of $2,635,000 of underwriting fees, $9,150,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $944,318 of other costs. As described in Note 6, the $9,150,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination, subject to the terms of the underwriting agreement. Following the closing of the IPO, $178,500,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, the Overallotment Units and the Private Placement Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480 -10-S99 -20 -10-S99 -in Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), Private Placement Shares and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Class A common stock sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (defined below), unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. On December 16, 2022, the Company held a special meeting of our stockholders (the “Special Meeting”). At the Special Meeting, our stockholders approved an amendment (the “IMTA Amendment”) to the Company’s Investment Management Trust Agreement (the “IMTA”), dated October 5, 2021, with Continental Stock Transfer & Trust Company (“CST”), as trustee, and an amendment to the Company’s amended and restated certificate of incorporation, to extend the date by which we must consummate a business combination transaction by three months from January 8, 2023 to April 8, 2023, and provide our board of directors the ability to further extend the date by which we have to consummate a business combination up to three additional times for one month each time, for a maximum of six additional months (the “Charter Amendment”). In connection with the Special Meeting, our sponsor agreed that if the Charter Amendment and the IMTA Amendment were approved at the Special Meeting, our sponsor, or one or more of its affiliates, members or third -party In connection with the approval of the extension, holders of 16,211,702 If the Company is unable to complete a Business Combination by April 8, 2023 or a further extended date under the Charter Amendment discussed above, (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 The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID -19 -19 -19 Inflation Reduction Act of 2022 (the “IR Act”) 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 and Going Concern As of December 31, 2022, the Company had $475,870 in its operating bank accounts, $41,665,974 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Public Shares in connection therewith and a working capital deficit of $1,605,546, excluding the effects of taxes payable. The total Trust balance of $41,665,974 included a delayed $26,481,101 redemption payment to redeeming shareholders (2,581,004 -up The Company currently projects that it will not have sufficient funds to cover its expenses over a one -year

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K Reclassifications Certain prior year amounts have been reclassified due to an immaterial correction of an error and for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. An adjustment for $244,777 has been made to Class A common stock subject to possible redemption and Accumulated deficit as of December 31, 2022 to correct the total amount redeemable to shareholders. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Restricted Cash The Company considers all cash to be held for a specific purpose restricted cash. As of March 31, 2023 and December 31, 2022, the Company had $0 and $41,665,974 in restricted cash, respectively. The restricted cash as of December 31, 2022 was intended to satisfy shareholder redemption payments. The cash and restricted cash balances included in the balance sheets as of December 31, 2022 are comprised of the following: December 31, March 31, Cash $ 475,870 $ 178,093 Restricted cash 41,665,974 — Total cash and restricted cash $ 42,141,844 $ 178,093 Investments Held in Trust Account At March 31, 2023, the assets held in Trust Account were held in U.S. Treasury securities. At December 31, 2022, substantially all of the assets held in the Trust Account were held as cash. 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 investments held in the Trust Account and interest earned on marketable securities are included in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Shareholder Redemption Liability On December 20, 2022, in connection with the Company’s special meeting held to consider the Charter Amendment, the Company’s shareholders redeemed 16,211,702 shares of Class A common stock subject to possible redemption at $10.20 per share redemption value, plus a pro rata share of interest earned. Of the total amount redeemed, payments for 2,581,004 shares of Class A common stock totaling $26,481,101 plus a true -up Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriter’s partial exercise of the over -allotment -allotment Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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 is subject to income tax examinations by major taxing authorities since inception. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, 1,288,298 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Class A common stock subject to possible redemption, December 31, 2022 $ 13,468,845 Plus: Accretion of carrying value to redemption value 96,795 Class A common stock subject to possible redemption, March 31, 2023 $ 13,565,640 Net Loss per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 9,192,500 shares of Class A common stock at $11.50 per share were issued on October 29, 2021. At March 31, 2023 and December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 9,192,500 potential shares of Class A common stock underlying outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted losses per share for the three months ended March 31, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (154,649 ) $ (327,063 ) $ (302,398 ) $ (75,599 ) Denominator: Weighted average shares outstanding 2,173,298 4,596,250 18,385,000 4,596,250 Basic and dilution net loss per share $ (0.07 ) $ (0.07 ) $ (0.02 ) $ (0.02 ) Accounting for Warrants The Company accounts for warrants as either equity -classified -classified Derivatives and Hedging Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 -13 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016 -13 ”). to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016 -13 -13 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Restricted Cash The Company considers all cash to be held for a specific purpose restricted cash. As of December 31, 2022 and 2021, the Company had $41,665,974 and $0 in restricted cash, respectively. The restricted cash is intended to satisfy shareholder redemption payments as part of the Company’s option to extend the mandatory liquidation date to April 8, 2023. The cash and restricted cash balances included in the balance sheets as of December 31, 2022 and 2021 are comprised of the following: December 31, December 31, Cash $ 475,870 $ 1,098,573 Restricted cash $ 41,665,974 $ — Total cash and restricted cash $ 42,141,844 $ 1,098,573 Investments Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held as cash. At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account and interest earned on marketable securities are included in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Shareholder Redemption Liability On December 20, 2022, in connection with the Company’s special meeting held to consider the Charter Amendment, the Company’s shareholders redeemed 16,211,702 shares of Class A common stock subject to possible redemption at $10.20 per share redemption value, plus a pro rata share of interest earned. Of the total amount redeemed, 2,581,004 shares of Class A common stock totaling $26,481,101 plus a true -up Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriter’s partial exercise of the over -allotment -allotment Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. All of the Company’s tax years remain subject to examination by tax authorities. The total provision benefit for (benefit from) income taxes is comprised of the following: December 31, 2022 December 31, 2021 Current expense $ 599,159 $ — Deferred tax benefit — 69,807 Change in valuation allowance — (52,939 ) Total income tax expense (benefit) $ 599,159 $ (16,868 ) The net deferred tax assets in the accompanying balance sheets included the following components: December 31, 2022 December 31, 2021 Deferred tax assets $ 596,692 $ 69,807 Deferred tax liabilities — Valuation allowance for deferred tax assets (596,692 ) (52,939 ) Net deferred tax assets $ — $ 16,868 The deferred tax assets as of December 31, 2022 and 2021 were comprised of the tax effect of cumulative temporary differences as follows: December 31, 2022 December 31, 2021 General and administration expenses before business combination $ 596,692 $ 69,807 Valuation allowance for deferred tax assets (596,692 ) (52,939 ) Total $ — $ 16,868 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. For the year ended December 31, 2022 and period from June 8, 2021 (inception) to December 31, 2021, the valuation allowance was $596,692 and $52,939. A reconciliation of the statutory federal income tax provision (benefit) to the Company’s effective tax rate is as follows: December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance 852.7 % (26.1 )% Income tax provision (benefit) 873.7% (5.1 )% Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 1,288,298 and 17,500,000 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022 and 2021, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 175,000,000 Less: IPO Costs allocated to Public Warrants (5,250,000 ) Class A common stock issuance costs (12,346,005 ) Plus: Accretion of carrying value to redemption value 21,096,005 Class A common stock subject to possible redemption, December 31, 2021 $ 178,500,000 Plus: Accretion of carrying value to redemption value 2,662,553 Less: Redemption of shares (167,693,708 ) Class A common stock subject to possible redemption, December 31, 2022 $ 13,468,845 Net Loss per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 9,192,500 shares of Class A common stock at $11.50 per share were issued on October 29, 2021. At December 31, 2022 and 2021, no Public Warrants or Private Placement Warrants have been exercised. The 9,192,500 potential shares of Class A common stock underlying outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted losses per share for the year ended December 31, 2022 and period from June 8, 2021 (inception) to December 31, 2021, because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. Year Ended December 31, 2022 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (531,288 ) $ (136,448 ) Denominator: Basic and diluted weighted average shares outstanding 17,896,428 4,596,250 Basic and diluted net loss per common share $ (0.03 ) $ (0.03 ) For the period (inception) December 31, Net loss $ (315,547 ) Accretion for Class A Common Stock to redemption value (21,096,005 ) Net loss including accretion of temporary equity to redemption value $ (21,411,552 ) For the period (inception) through December 31, 2021 Class A Class B NUMERATOR Allocation of net loss $ (164,860 ) $ (150,687 ) Accretion for Class A Common Stock to redemption value 21,096,005 — Net loss including accretion of temporary equity to redemption value $ 20,931,145 $ (150,687 ) DENOMINATOR Weighted Average Shares Outstanding including common stock subject to redemption 5,041,048 4,607,658 Basic and dilution net loss per share $ 4.15 $ (0.03 ) Accounting for Warrants The Company accounts for warrants as either equity -classified -classified Derivatives and Hedging Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements as of and for the year ended December 31, 2022.

Initial Public Offering and Ove

Initial Public Offering and Over-Allotment	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Initial Public Offering and Over-Allotment [Abstract]
Initial Public Offering and Over-Allotment	Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 17,500,000 units (including 2,000,000 units as part of the underwriter’s partial exercise of the over -allotment -half	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 17,500,000 units (including 2,000,000 units as part of the underwriter’s partial exercise of the over -allotment -half

Private Placement

Private Placement	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Private Placement Warrants [Abstract]
PRIVATE PLACEMENT	Note 4 — Private Placement Warrants On October 8, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 885,000 Units (the “Private Placement Units”) in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $8,850,000. The Private Placement Units were purchased by Cantor (155,000 Units), CCM (30,004 Units) and the Sponsor (699,996 Units). Each whole Private Placement Unit consists of one Private Placement Share and one -half	NOTE 4. PRIVATE PLACEMENT On October 8, 2021, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 885,000 Units (the “Private Placement Units”) in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $8,850,000. The Private Placement Units were purchased by Cantor (155,000 Units), CCM (30,004 Units) and the Sponsor (699,996 Units). Each whole Private Placement Unit consists of one Private Placement Share and one -half

Related Party Transactions

Related Party Transactions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	Note 5 — Related Party Transactions Founder Shares On September 18, 2021, the Sponsor provided funds to pay for certain costs totaling $25,000 on behalf of the Company as consideration for 4,598,750 shares of Class B common stock (the “Founder Shares”).Later in September 2021, the Company effected a 0.017 for 1 stock dividend for each share of Class B common stock outstanding, and, as a result, the Sponsor held 4,679,125 Founder Shares following the stock dividend. As a result, the Company’s shares have been retroactively adjusted for this stock dividend; however, due to the shares being closely held the corresponding earnings have not been capitalized from retained earnings. The Sponsor agreed to forfeit up to 592,875 Founder Shares to the extent that the 45 -day -allotment -allotment The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (a) one year after the completion of a Business Combination and (b) subsequent to a Business Combination, (x) if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30 -trading Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Related Party Loans On June 18, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note which was amended on September 10, 2021 (as amended, the “Note”). This loan is non -interest-bearing In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans will either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. On December 13, 2022, the Company entered into a promissory note with the Sponsor. In order to fund ongoing operations, the Sponsor will loan up to $1,500,000 to the Company. The Promissory Note does not bear interest and matures upon the earlier of (a) the closing of an initial business combination and (b) the Company’s liquidation. In the event that the Company does not consummate an initial business combination, the Promissory Note will be repaid only from amounts remaining outside of the trust account, if any. As of March 31, 2023 and December 31, 2022, there was $650,000 in borrowings under the Working Capital Loans. Consulting Services The Company entered into an agreement, commencing on the date of its listing on NASDAQ, to pay the spouse of our Chief Executive Officer a monthly consulting fee of $15,000 for assisting the Company in identifying and evaluating potential acquisition targets. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. The payments ended on December 31, 2022 in connection with the approval of the Charter Amendment. For the three months ended March 31, 2023 and 2022, $0 and $45,000 has been incurred under this agreement, respectively. Support Services The Company entered into an agreement, commencing on the date of its listing on NASDAQ through the earlier of the consummation of a Business Combination and the Company’s liquidation, to pay an affiliate of the Sponsor a monthly fee of $20,000 for office space, secretarial and administrative services. Payments under the agreement were suspended on December 31, 2022 and reinstated on March 31, 2023. For the three months ended March 31, 2023 and 2022, $20,000 and $60,000 has been incurred under this agreement, respectively.	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 18, 2021, the Sponsor provided funds to pay for certain costs totaling $25,000 on behalf of the Company as consideration for 4,598,750 shares of Class B common stock (the “Founder Shares”). In September 2021, the Company effected a 0.017 for 1 stock dividend for each share of Class B common stock outstanding, and, as a result, the Sponsor held 4,679,125 Founder Shares following the stock dividend. As a result, the Company’s shares have been retroactively adjusted for this stock dividend; however, due to the shares being closely held the corresponding earnings have not been capitalized from retained earnings. The Sponsor agreed to forfeit up to 592,875 Founder Shares to the extent that the 45 -day -allotment -allotment The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (a) one year after the completion of a Business Combination and (b) subsequent to a Business Combination, (x) if the closing price of the shares of Class A common stock equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30 -trading Related Party Loans On June 18, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note which was amended on September 10, 2021 (as amended, the “Note”). This loan is non -interest-bearing In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans will either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. At December 31, 2021, the Company had no outstanding borrowings under the Working Capital Loans. On December 13, 2022, the Company entered into a promissory note with the Sponsor. In order to fund ongoing operations, the Sponsor will loan up to $1,500,000 to the Company. The Promissory Note does not bear interest and matures upon the earlier of (a) the closing of an initial business combination and (b) the Company’s liquidation. In the event that the Company does not consummate an initial business combination, the Promissory Note will be repaid only from amounts remaining outside of the trust account, if any. As of December 31, 2022, there was $650,000 in borrowings under the Working Capital Loans. Consulting Services The Company entered into an agreement, commencing on the date of its listing on NASDAQ, to pay the spouse of our Chief Executive Officer a monthly consulting fee of $15,000 for assisting the Company in identifying and evaluating potential acquisition targets. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. For the year ended December 31, 2022 and period from June 8, 2021 (inception) to December 31, 2021, $180,000 and $41,613 has been incurred under this agreement, respectively. Support Services The Company entered into an agreement, commencing on the date of its listing on NASDAQ through the period ended December 31, 2022 to pay an affiliate of the Sponsor a monthly fee of $20,000 for office space, secretarial and administrative services. For the year ended December 31, 2022 and period from June 8, 2021 (inception) to December 31, 2021, $240,000 and $60,000 has been incurred under this agreement, respectively. The agreement was terminated in December 2022.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 6 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on October 5, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment The underwriter was paid a cash underwriting discount of $0.20 per unit, or $3,100,000 in the aggregate at the closing of the IPO, of which $465,000 was reimbursed to the Company to pay for additional advisors. The underwriter agreed to defer any additional fees related to the exercise of the over -allotment -allotment	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 5, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment The underwriter was paid a cash underwriting discount of $0.20 per unit, or $3,100,000 in the aggregate at the closing of the IPO, of which $465,000 was reimbursed to the Company to pay for additional advisors. The underwriter agreed to defer any additional fees related to the exercise of the over -allotment -allotment

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	Note 7 — Stockholders’ Deficit Common Stock Class A common stock — The Company is authorized to issue 60,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of March 31, 2023 and December 31, 2022, there were 885,000 shares of Class A common stock issued and outstanding (excluding 1,288,298 shares subject to possible redemption). 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 Class B common stock are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 4,596,250 shares of Class B common stock issued and outstanding. Prior to the consummation of an initial Business Combination, only holders of shares of Class B common stock will have the right to vote on the election of directors. Holders of shares of Class A common stock and shares of Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in a Business Combination and any private placement -equivalent -to-one Preferred stock Warrants — Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • • • • -trading-dayperiod • If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices, other than as set forth below. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional common stock or equity -linked -average -trading-day	NOTE 7. STOCKHOLDERS’ DEFICIT Common Stock Class A common stock — The Company is authorized to issue 60,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of December 31, 2022 and 2021, there were 885,000 shares of Class A common stock issued and outstanding (excluding 1,288,298 and 17,500,000 shares subject to possible redemption). 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 Class B common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 4,596,250 shares of Class B common stock issued and outstanding. Prior to the consummation of an initial Business Combination, only holders of shares of Class B common stock will have the right to vote on the election of directors. Holders of shares of Class A common stock and shares of Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked -equivalent -to-one Preferred Stock Warrants Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: • • • • -trading-day • If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below their respective exercise prices, other than as set forth below. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional common stock or equity -linked -average -trading-day

Fair Value Measurements

Fair Value Measurements	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At March 31, 2023, the assets held in the Trust Account were held in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. At December 31, 2022 there were no assets or liabilities measured at fair value. March 31, 2023 (Unaudited) Level Quoted Prices in (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: U.S. Treasury Securities 1 $ 14,031,783 — —	NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2022 and 2021, the assets held in the Trust Account were held in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. At December 31, 2022 there were no assets or liabilities measured at fair value. December 31, 2021 Level Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: U.S. Treasury Securities 1 $ 178,499,615 — —

Uncertainty Regarding Impacts o

Uncertainty Regarding Impacts of Recent Disruptions in U.S. Banking System	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Risks and Uncertainties [Abstract]
UNCERTAINTY REGARDING IMPACTS OF RECENT DISRUPTIONS IN U.S. BANKING SYSTEM	Note 9 — Uncertainty Regarding Impacts of Recent Disruptions In U.S. Banking System In March 2023, the shut -down	NOTE 9. UNCERTAINTY REGARDING IMPACTS OF RECENT DISRUPTIONS IN U.S. BANKING SYSTEM In March 2023, the shut -down

Subsequent Events

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, other than below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. NASDAQ Notice On April 3, 2023, the Company received a letter (the “Letter”) from the staff at The Nasdaq Global Market (“Nasdaq”) notifying the Company that, for the 30 consecutive trading days prior to the date of the Letter, the Company’s common stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock on Nasdaq. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until October 2, 2023, to regain compliance. The Letter notes that to regain compliance, the Company’s common stock must trade at or above a level such that the Company’s MVLS closes at or above $50,000,000 for a minimum of ten consecutive business days during the compliance period, which ends October 2, 2023. The Letter further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by October 2, 2023, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The Company intends to actively monitor the Company’s MVLS between now and October 2, 2023, and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS requirement. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards. Working Capital Loans On May 5, 2023, the sponsor loaned the company $250,000 under the working capital loan program. The loan is subject to the same terms as the $650,000 working capital loaned during 2022. Extension Payment On May 8 2023, the Company deposited $125,000 into the Trust Account in connection with the Company’s extension. Tax Payment On May 9, 2023, the Company received a notice from the IRS stating an additional $182,308 of federal income taxes are due by May 22, 2023. The Company intends on making this payment on or before June 30, 2023.	NOTE 10. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of the financial statements. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements except for the subsequently paid shareholder redemptions as described in Note 1 and the uncertainty regarding impacts of recent disruptions in the U.S. Banking System described in Note 9.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K	Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
Use of Estimates	Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Restricted Cash	Restricted Cash The Company considers all cash to be held for a specific purpose restricted cash. As of March 31, 2023 and December 31, 2022, the Company had $0 and $41,665,974 in restricted cash, respectively. The restricted cash as of December 31, 2022 was intended to satisfy shareholder redemption payments. The cash and restricted cash balances included in the balance sheets as of December 31, 2022 are comprised of the following: December 31, March 31, Cash $ 475,870 $ 178,093 Restricted cash 41,665,974 — Total cash and restricted cash $ 42,141,844 $ 178,093	Restricted Cash The Company considers all cash to be held for a specific purpose restricted cash. As of December 31, 2022 and 2021, the Company had $41,665,974 and $0 in restricted cash, respectively. The restricted cash is intended to satisfy shareholder redemption payments as part of the Company’s option to extend the mandatory liquidation date to April 8, 2023. The cash and restricted cash balances included in the balance sheets as of December 31, 2022 and 2021 are comprised of the following: December 31, December 31, Cash $ 475,870 $ 1,098,573 Restricted cash $ 41,665,974 $ — Total cash and restricted cash $ 42,141,844 $ 1,098,573
Investments Held in Trust Account	Investments Held in Trust Account At March 31, 2023, the assets held in Trust Account were held in U.S. Treasury securities. At December 31, 2022, substantially all of the assets held in the Trust Account were held as cash. 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 investments held in the Trust Account and interest earned on marketable securities are included in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.	Investments Held in Trust Account At December 31, 2022, substantially all of the assets held in the Trust Account were held as cash. At December 31, 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account and interest earned on marketable securities are included in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Shareholder Redemption Liability	Shareholder Redemption Liability On December 20, 2022, in connection with the Company’s special meeting held to consider the Charter Amendment, the Company’s shareholders redeemed 16,211,702 shares of Class A common stock subject to possible redemption at $10.20 per share redemption value, plus a pro rata share of interest earned. Of the total amount redeemed, payments for 2,581,004 shares of Class A common stock totaling $26,481,101 plus a true -up	Shareholder Redemption Liability On December 20, 2022, in connection with the Company’s special meeting held to consider the Charter Amendment, the Company’s shareholders redeemed 16,211,702 shares of Class A common stock subject to possible redemption at $10.20 per share redemption value, plus a pro rata share of interest earned. Of the total amount redeemed, 2,581,004 shares of Class A common stock totaling $26,481,101 plus a true -up
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriter’s partial exercise of the over -allotment -allotment	Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriter’s partial exercise of the over -allotment -allotment
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.	Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at 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 is subject to income tax examinations by major taxing authorities since inception.	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “ Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. All of the Company’s tax years remain subject to examination by tax authorities. The total provision benefit for (benefit from) income taxes is comprised of the following: December 31, 2022 December 31, 2021 Current expense $ 599,159 $ — Deferred tax benefit — 69,807 Change in valuation allowance — (52,939 ) Total income tax expense (benefit) $ 599,159 $ (16,868 ) The net deferred tax assets in the accompanying balance sheets included the following components: December 31, 2022 December 31, 2021 Deferred tax assets $ 596,692 $ 69,807 Deferred tax liabilities — Valuation allowance for deferred tax assets (596,692 ) (52,939 ) Net deferred tax assets $ — $ 16,868 The deferred tax assets as of December 31, 2022 and 2021 were comprised of the tax effect of cumulative temporary differences as follows: December 31, 2022 December 31, 2021 General and administration expenses before business combination $ 596,692 $ 69,807 Valuation allowance for deferred tax assets (596,692 ) (52,939 ) Total $ — $ 16,868 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. For the year ended December 31, 2022 and period from June 8, 2021 (inception) to December 31, 2021, the valuation allowance was $596,692 and $52,939. A reconciliation of the statutory federal income tax provision (benefit) to the Company’s effective tax rate is as follows: December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance 852.7 % (26.1 )% Income tax provision (benefit) 873.7% (5.1 )%
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2023 and December 31, 2022, 1,288,298 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Class A common stock subject to possible redemption, December 31, 2022 $ 13,468,845 Plus: Accretion of carrying value to redemption value 96,795 Class A common stock subject to possible redemption, March 31, 2023 $ 13,565,640	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, 1,288,298 and 17,500,000 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2022 and 2021, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 175,000,000 Less: IPO Costs allocated to Public Warrants (5,250,000 ) Class A common stock issuance costs (12,346,005 ) Plus: Accretion of carrying value to redemption value 21,096,005 Class A common stock subject to possible redemption, December 31, 2021 $ 178,500,000 Plus: Accretion of carrying value to redemption value 2,662,553 Less: Redemption of shares (167,693,708 ) Class A common stock subject to possible redemption, December 31, 2022 $ 13,468,845
Net Loss per Common Stock	Net Loss per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 9,192,500 shares of Class A common stock at $11.50 per share were issued on October 29, 2021. At March 31, 2023 and December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 9,192,500 potential shares of Class A common stock underlying outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted losses per share for the three months ended March 31, 2023 and 2022 because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (154,649 ) $ (327,063 ) $ (302,398 ) $ (75,599 ) Denominator: Weighted average shares outstanding 2,173,298 4,596,250 18,385,000 4,596,250 Basic and dilution net loss per share $ (0.07 ) $ (0.07 ) $ (0.02 ) $ (0.02 )	Net Loss per Common Stock The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 9,192,500 shares of Class A common stock at $11.50 per share were issued on October 29, 2021. At December 31, 2022 and 2021, no Public Warrants or Private Placement Warrants have been exercised. The 9,192,500 potential shares of Class A common stock underlying outstanding Public Warrants and Private Placement Warrants to purchase the Company’s stock were excluded from diluted losses per share for the year ended December 31, 2022 and period from June 8, 2021 (inception) to December 31, 2021, because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common stock is the same as basic net loss per common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. Year Ended December 31, 2022 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (531,288 ) $ (136,448 ) Denominator: Basic and diluted weighted average shares outstanding 17,896,428 4,596,250 Basic and diluted net loss per common share $ (0.03 ) $ (0.03 ) For the period (inception) December 31, Net loss $ (315,547 ) Accretion for Class A Common Stock to redemption value (21,096,005 ) Net loss including accretion of temporary equity to redemption value $ (21,411,552 ) For the period (inception) through December 31, 2021 Class A Class B NUMERATOR Allocation of net loss $ (164,860 ) $ (150,687 ) Accretion for Class A Common Stock to redemption value 21,096,005 — Net loss including accretion of temporary equity to redemption value $ 20,931,145 $ (150,687 ) DENOMINATOR Weighted Average Shares Outstanding including common stock subject to redemption 5,041,048 4,607,658 Basic and dilution net loss per share $ 4.15 $ (0.03 )
Accounting for Warrants	Accounting for Warrants The Company accounts for warrants as either equity -classified -classified Derivatives and Hedging	Accounting for Warrants The Company accounts for warrants as either equity -classified -classified Derivatives and Hedging
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016 -13 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016 -13 ”). to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016 -13 -13 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements as of and for the year ended December 31, 2022.
Reclassifications	Reclassifications Certain prior year amounts have been reclassified due to an immaterial correction of an error and for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. An adjustment for $244,777 has been made to Class A common stock subject to possible redemption and Accumulated deficit as of December 31, 2022 to correct the total amount redeemable to shareholders.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of cash and restricted cash	December 31, March 31, Cash $ 475,870 $ 178,093 Restricted cash 41,665,974 — Total cash and restricted cash $ 42,141,844 $ 178,093	December 31, December 31, Cash $ 475,870 $ 1,098,573 Restricted cash $ 41,665,974 $ — Total cash and restricted cash $ 42,141,844 $ 1,098,573
Schedule of total provision (benefit) for income taxes		December 31, 2022 December 31, 2021 Current expense $ 599,159 $ — Deferred tax benefit — 69,807 Change in valuation allowance — (52,939 ) Total income tax expense (benefit) $ 599,159 $ (16,868 )
Summary of net deferred tax assets and liabilities in the accompanying balance sheets		December 31, 2022 December 31, 2021 Deferred tax assets $ 596,692 $ 69,807 Deferred tax liabilities — Valuation allowance for deferred tax assets (596,692 ) (52,939 ) Net deferred tax assets $ — $ 16,868
Summary disclosure of reconciliation of deferred tax assets		December 31, 2022 December 31, 2021 General and administration expenses before business combination $ 596,692 $ 69,807 Valuation allowance for deferred tax assets (596,692 ) (52,939 ) Total $ — $ 16,868
Summary of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate		December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Valuation allowance 852.7 % (26.1 )% Income tax provision (benefit) 873.7% (5.1 )%
Summary of reconciliation of cash flow from common stock subject to possible redemption to redemption value	Class A common stock subject to possible redemption, December 31, 2022 $ 13,468,845 Plus: Accretion of carrying value to redemption value 96,795 Class A common stock subject to possible redemption, March 31, 2023 $ 13,565,640	Gross proceeds $ 175,000,000 Less: IPO Costs allocated to Public Warrants (5,250,000 ) Class A common stock issuance costs (12,346,005 ) Plus: Accretion of carrying value to redemption value 21,096,005 Class A common stock subject to possible redemption, December 31, 2021 $ 178,500,000 Plus: Accretion of carrying value to redemption value 2,662,553 Less: Redemption of shares (167,693,708 ) Class A common stock subject to possible redemption, December 31, 2022 $ 13,468,845
Summary of basic and diluted net income (loss) per common share	For the Three Months Ended For the Three Months Ended Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Allocation of net loss $ (154,649 ) $ (327,063 ) $ (302,398 ) $ (75,599 ) Denominator: Weighted average shares outstanding 2,173,298 4,596,250 18,385,000 4,596,250 Basic and dilution net loss per share $ (0.07 ) $ (0.07 ) $ (0.02 ) $ (0.02 )	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. Year Ended December 31, 2022 Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (531,288 ) $ (136,448 ) Denominator: Basic and diluted weighted average shares outstanding 17,896,428 4,596,250 Basic and diluted net loss per common share $ (0.03 ) $ (0.03 ) For the period (inception) December 31, Net loss $ (315,547 ) Accretion for Class A Common Stock to redemption value (21,096,005 ) Net loss including accretion of temporary equity to redemption value $ (21,411,552 ) For the period (inception) through December 31, 2021 Class A Class B NUMERATOR Allocation of net loss $ (164,860 ) $ (150,687 ) Accretion for Class A Common Stock to redemption value 21,096,005 — Net loss including accretion of temporary equity to redemption value $ 20,931,145 $ (150,687 ) DENOMINATOR Weighted Average Shares Outstanding including common stock subject to redemption 5,041,048 4,607,658 Basic and dilution net loss per share $ 4.15 $ (0.03 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value measurements		Level Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: U.S. Treasury Securities 1 $ 178,499,615 — —
Fair Value Measurements	Level Quoted Prices in (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: U.S. Treasury Securities 1 $ 14,031,783 — —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)					3 Months Ended	12 Months Ended
	Jan. 26, 2023	Jan. 03, 2023	Dec. 20, 2022	Oct. 08, 2021	Mar. 31, 2023	Dec. 31, 2022	Jan. 27, 2023	Aug. 16, 2022	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting fees payable				$ 9,150,000
Investment of cash in trust account				$ 178,500,000
Cash deposited in trust account per unit (in Dollars per share)				$ 10.2
Term of restricted investments				185 days
Redemption value per share (in Dollars per share)					$ 10.2	$ 10.2
Minimum net worth to consummate business combination					$ 5,000,001	$ 5,000,001
Aggregate of share percentage					20%	20%
Assets held in trust non current									$ 178,499,615
Public Shares issued					$ 88	88			88
Expenses payable on dissolution					$ 100,000	$ 100,000
Value per share to be maintained in the trust account (in Dollars per share)					$ 10.2	$ 10.2
Excise tax percentage								1%
Cash					$ 178,093	$ 475,870			1,098,573
Assets held-in-trust, current						41,665,974
Net working capital					$ 2,295,644	$ 1,605,546
Temporary equity, redemption price per share (in Dollars per share)					$ 10.53	$ 10.45			$ 10.2
Assets held-in-trust, current					$ 14,031,783
Minimum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Fair market value as percentage of net assets held in trust account included in initial business combination					80%	80%
Post-transaction ownership percentage of the target entity					50%	50%
Temporary equity, redemption price per share (in Dollars per share)	$ 10.26
Maximum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Temporary equity, redemption price per share (in Dollars per share)	$ 10.34
Unsecured promissory note [Member]
Description of Organization and Business Operations (Details) [Line Items]
Assets held in trust non current					$ 550,000	$ 325,000
Marketable Securities [Member]
Description of Organization and Business Operations (Details) [Line Items]
Assets held-in-trust, current						41,665,974
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units issued during the period shares (in Shares)				15,500,000
Unit price per share (in Dollars per share)				$ 10
Proceeds from initial public offering gross				$ 155,000,000
Deferred underwriting fees payable				9,150,000
Offering costs				12,729,318
Underwriting fees				2,635,000
Other costs				$ 944,318
Public Shares issued					$ 1,288,298	$ 1,288,298
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units issued during the period shares (in Shares)				885,000
Unit price per share (in Dollars per share)				$ 10
Proceeds from issuance of private placement				$ 8,850,000
Private placement Units (in Shares)					885,000	885,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units issued during the period shares (in Shares)				2,000,000
Unit price per share (in Dollars per share)				$ 10
Units issued during the period value				$ 20,000,000
Deferred underwriting fees payable				1,400,000
Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares redeemed (in Shares)		2,581,004	16,211,702		16,211,702	16,211,702
Number of temporary equity shares outstanding for redemptions (in Shares)					2,173,298	2,173,298
Temporary equity, redemption price per share (in Dollars per share)			$ 10.2
Class A Common Stock [Member] | IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units issued during the period shares (in Shares)					17,500,000	17,500,000
Unit price per share (in Dollars per share)					$ 10	$ 10
Class A Common Stock [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units issued during the period shares (in Shares)					2,000,000	2,000,000
Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Temporary equity stock shares redeemed during the period value		$ 26,481,101
Temporary equity stock redeemed during the period shares (in Shares)		2,581,004
True up payment made to the redeeming shareholders	$ 1,361,646
Subsequent Event [Member] | Marketable Securities [Member]
Description of Organization and Business Operations (Details) [Line Items]
Assets held-in-trust, current		$ 41,665,974
Subsequent Event [Member] | Class A Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares redeemed (in Shares)		2,581,004
Subsequent Event [Member] | US Treasury Securities [Member]
Description of Organization and Business Operations (Details) [Line Items]
Cash balance in trust account							$ 13,823,227
IR Act [Member]
Description of Organization and Business Operations (Details) [Line Items]
Excise tax percentage								1%
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business acquisition, effective date of acquisition					Jun. 08, 2023	Apr. 08, 2023
Sponsor [Member] | IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting fees payable				$ 9,150,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Maximum borrowing capacity			$ 1,500,000		$ 1,500,000	$ 1,500,000
Sponsor [Member] | Unsecured promissory note [Member]
Description of Organization and Business Operations (Details) [Line Items]
Unsecured promissory note			$ 1,500,000
Sponsor [Member] | Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units issued during the period shares (in Shares)				845,000
Unit price per share (in Dollars per share)				$ 10
Proceeds from issuance of private placement				$ 8,450,000
Sponsor and Cohen and Company Capital Markets [Member] | Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Units issued during the period shares (in Shares)				699,996
Additional units issued during the period shares (in Shares)				40,000
Proceeds from issuance of additional private placement units				$ 400,000
Initial Stockholders [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of public shares					100%	100%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)			3 Months Ended	7 Months Ended	12 Months Ended
	Jan. 03, 2023	Dec. 20, 2022	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Restricted Cash			$ 0	$ 0	$ 41,665,974
Temporary Equity, Redemption Price Per Share (in Dollars per share)			$ 10.53	$ 10.2	$ 10.45
Shareholder redemption liability					$ 27,842,747
Cash, FDIC Insured amount			$ 250,000		250,000
Valuation allowance				$ 52,939	$ 596,692
Temporary equity shares outstanding (in Shares)			1,288,298	17,500,000	1,288,298
Initial Public Offer And Overallotement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering Costs			$ 12,729,318		$ 12,729,318
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of shares redeemed (in Shares)	2,581,004	16,211,702	16,211,702		16,211,702
Temporary Equity, Redemption Price Per Share (in Dollars per share)		$ 10.2
Stock Redeemed or Called During Period, Value	$ 26,481,101
Payments of Stock Issuance Costs	1,361,646
Shareholder redemption liability	$ 27,842,747
Temporary equity shares outstanding (in Shares)			1,288,298	17,500,000	1,288,298
Revision of Prior Period, Reclassification, Adjustment [Member] | Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Adjustment for common stock subject to possible redemption and Accumulated deficit					$ 244,777
Subsequent Event [Member] | Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Number of shares redeemed (in Shares)	2,581,004
Stock Redeemed or Called During Period, Value	$ 26,481,101
Payments of Stock Issuance Costs	1,361,646
Shareholder redemption liability	$ 27,842,747
Public Warrants And Private Placement Warrants To Purchase Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Class of warrants or rights number of securities called for by the warrants or rights (in Shares)			9,192,500		9,192,500
Common stock per share (in Dollars per share)			$ 11.5		$ 11.5
Antidilutive securities excluded from the computation of earnings per share (in Shares)			9,192,500		9,192,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Summary of cash and restricted cash - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash	$ 178,093	$ 475,870	$ 1,098,573
Restricted cash	$ 0	41,665,974	0
Total cash and restricted cash		$ 42,141,844	$ 1,098,573

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of total provision (benefit) for income taxes - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Summary of total provision (benefit) for income taxes [Abstract]
Current expense		$ 599,159
Deferred tax benefit	69,807
Change in valuation allowance	(52,939)
Total income tax expense (benefit)	$ (16,868)	$ 599,159

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Summary of net deferred tax assets and liabilities in the accompanying balance sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Summary Of Net Deferred Tax Assets And Liabilities In The Accompanying Balance Sheets Abstract
Deferred tax assets	$ 596,692	$ 69,807
Deferred tax liabilities
Valuation allowance for deferred tax assets	(596,692)	(52,939)
Net deferred tax assets		$ 16,868

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Summary disclosure of reconciliation of deferred tax assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Summary Disclosure Of Reconciliation Of Deferred Tax Assets Abstract
General and administration expenses before business combination	$ 596,692	$ 69,807
Valuation allowance for deferred tax assets	(596,692)	(52,939)
Total		$ 16,868

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Summary of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Summary Of Reconciliation Of The Statutory Federal Income Tax Rate Benefit To The Companys Effective Tax Rate Abstract
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Valuation allowance	(26.10%)	852.70%
Income tax provision (benefit)	(5.10%)	873.70%

Summary of Significant Accoun_9

Summary of Significant Accounting Policies (Details) - Summary of reconciliation of cash flow from common stock subject to possible redemption to redemption value - Common Class A [Member] - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) - Summary of reconciliation of cash flow from common stock subject to possible redemption to redemption value [Line Items]
Gross proceeds	$ 175,000,000
IPO Costs allocated to Public Warrants	(5,250,000)
Class A common stock issuance costs	(12,346,005)	$ 13,468,845
Plus: Accretion of carrying value to redemption value	21,096,005	$ 96,795	$ 2,662,553
Class A common stock subject to possible redemption	$ 178,500,000		13,468,845
Less: Redemption of shares			$ (167,693,708)

Summary of Significant Accou_10

Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Numerator:
Allocation of net loss			$ (315,547)
Denominator:
Accretion for Class A Common Stock to redemption value			(21,096,005)
Net loss including accretion of temporary equity to redemption value			(21,411,552)
Class A
Numerator:
Allocation of net loss	$ (154,649)	$ (302,398)	$ (164,860)	$ (531,288)
Denominator:
Basic weighted average shares outstanding (in Shares)	2,173,298	18,385,000	5,041,048	17,896,428
Basic and diluted net loss per common share (in Dollars per share)	$ (0.07)	$ (0.02)	$ 4.15	$ (0.03)
Accretion for Class A Common Stock to redemption value			$ 21,096,005
Net loss including accretion of temporary equity to redemption value			20,931,145
Class B
Numerator:
Allocation of net loss	$ (327,063)	$ (75,599)	$ (150,687)	$ (136,448)
Denominator:
Basic weighted average shares outstanding (in Shares)	4,596,250	4,596,250	4,607,658	4,596,250
Basic and diluted net loss per common share (in Dollars per share)	$ (0.07)	$ (0.02)	$ (0.03)	$ (0.03)
Accretion for Class A Common Stock to redemption value
Net loss including accretion of temporary equity to redemption value			$ (150,687)

Summary of Significant Accou_11

Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share (Parentheticals) - $ / shares	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Class A
Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding (in Shares)			5,041,048	17,896,428
Diluted net loss per common share (in Dollars per share)	$ (0.07)	$ (0.02)	$ 4.15	$ (0.03)
Class B
Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding (in Shares)			4,607,658	4,596,250
Diluted net loss per common share (in Dollars per share)	$ (0.07)	$ (0.02)	$ (0.03)	$ (0.03)

Initial Public Offering and O_2

Initial Public Offering and Over-Allotment (Details) - $ / shares		3 Months Ended	12 Months Ended
	Oct. 08, 2021	Mar. 31, 2023	Dec. 31, 2022
IPO [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Units Issued During Period Shares New Issues	15,500,000
Shares Issued, Price Per Share (in Dollars per share)	$ 10
Over-Allotment Option [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Units Issued During Period Shares New Issues	2,000,000
Shares Issued, Price Per Share (in Dollars per share)	$ 10
Class A Common Stock [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Number Of Shares Included In Unit		1	1
Class A Common Stock [Member] | IPO [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Units Issued During Period Shares New Issues		17,500,000	17,500,000
Shares Issued, Price Per Share (in Dollars per share)		$ 10	$ 10
Class A Common Stock [Member] | Over-Allotment Option [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Units Issued During Period Shares New Issues		2,000,000	2,000,000
Public Warrants [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Number of warrants included in Unit		1	1
Public Warrants [Member] | Class A Common Stock [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Shares Issued, Price Per Share (in Dollars per share)		$ 18	$ 18
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1	1
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)		$ 11.5	$ 11.5

Private Placement (Details)

Private Placement (Details) - USD ($)	Oct. 08, 2021	Mar. 31, 2023	Dec. 31, 2022
Private Placement [Member]
Private Placement (Details) [Line Items]
Units Issued During Period Shares New Issues	885,000
Shares Issued, Price Per Share (in Dollars per share)	$ 10
Proceeds from Issuance of Private Placement (in Dollars)	$ 8,850,000
Common Class A [Member]
Private Placement (Details) [Line Items]
Number Of Shares Included In Unit		1	1
Public Warrants [Member]
Private Placement (Details) [Line Items]
Number of warrants included in Unit		1	1
Public Warrants [Member] | Common Class A [Member]
Private Placement (Details) [Line Items]
Shares Issued, Price Per Share (in Dollars per share)		$ 18	$ 18
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1	1
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)		$ 11.5	$ 11.5
Private Placement Warrants [Member] | Common Class A [Member]
Private Placement (Details) [Line Items]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1	1
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)		$ 11.5	$ 11.5
Cantor Fitzgerald and Co [Member] | Private Placement [Member]
Private Placement (Details) [Line Items]
Units Issued During Period Shares New Issues	155,000
Cohen and Company Capital Markets [Member] | Private Placement [Member]
Private Placement (Details) [Line Items]
Units Issued During Period Shares New Issues	30,004
Sponsor and Cohen and Company Capital Markets [Member] | Private Placement [Member]
Private Placement (Details) [Line Items]
Units Issued During Period Shares New Issues	699,996

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				1 Months Ended	3 Months Ended		7 Months Ended	12 Months Ended
	Oct. 08, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 18, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 13, 2022	Jun. 18, 2021
Related Party Transactions (Details) [Line Items]
Stock issued during the period for services value							$ 25,000
Exceeds per share (in Dollars per share)								$ 12
Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Common stock shares outstanding (in Shares)					4,596,250		4,596,250	4,596,250
Common Class A [Member]
Related Party Transactions (Details) [Line Items]
Common stock shares outstanding (in Shares)					885,000		885,000	885,000
Underwriter Agreement [Member] | Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Option for underwriters to purchase additional units term					45 days			45 days
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Monthly consulting fee					$ 15,000			$ 15,000
Consulting fee incurred under this agreement					0	$ 45,000	$ 41,613	180,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Debt instrument face value					$ 650,000			$ 650,000	$ 1,500,000	$ 300,000
Sponsor [Member] | Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Stock issued during the period for services value				$ 25,000
Stock issued during the period shares issued for services (in Shares)				4,598,750
Common stock shares outstanding (in Shares)					4,679,125			4,679,125
Common stock subject to forfeiture (in Shares)					592,875			592,875
Founder shares forfeited during the period (in Shares)	82,875
Sponsor [Member] | Common Class A [Member]
Related Party Transactions (Details) [Line Items]
Share price (in Dollars per share)					$ 12
Period after Initial Business Combination					150 days
Sponsor [Member] | Recapitalization [Member] | Common Class B [Member]
Related Party Transactions (Details) [Line Items]
Common stock dividends per share (in Dollars per share)		$ 0.017	$ 0.017
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transactions (Details) [Line Items]
Debt instrument face value					$ 1,500,000			$ 1,500,000
Debt instrument conversion price per share (in Dollars per share)					$ 10			$ 10
Bank overdraft							0	$ 0
Related party transaction fees payable per month					$ 20,000			20,000
Sponsor [Member] | Administration And Support Services [Member]
Related Party Transactions (Details) [Line Items]
Cumulative Expenses Incurred					$ 20,000	$ 60,000	$ 60,000	$ 240,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Oct. 08, 2021	Mar. 31, 2023	Dec. 31, 2022
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Units Issued During Period Shares New Issues (in Shares)	2,000,000
Shares Issued, Price Per Share (in Dollars per share)	$ 10
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Units Issued During Period Shares New Issues (in Shares)	15,500,000
Shares Issued, Price Per Share (in Dollars per share)	$ 10
Underwriter Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Additional Units That Can Be Purchased To Cover Over Allotments (in Shares)		2,325,000	2,325,000
Deferred underwriting fees payable	$ 400,000
Underwriter Agreement [Member] | Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Deferred underwriting fees payable	$ 400,000
Underwriter Agreement [Member] | IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting Discount Per Unit (in Dollars per share)	$ 0.2
Cash Underwriting Discount	$ 3,100,000
Reimbursement from Underwriters for Payment to Additional Parties	465,000
Deferred underwriting fees payable	$ 8,750,000
Deferred Underwriting Commissions Per Unit (in Dollars per share)	$ 0.5
Deferred underwriting fees payable	$ 400,000
Underwriter Agreement [Member] | Initial Public Offer And Overallotement [Member]
Commitments and Contingencies (Details) [Line Items]
Deferred underwriting fees payable	$ 9,150,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Stockholders’ Deficit (Details) [Line Items]
Temporary equity shares outstanding	1,288,298	1,288,298	17,500,000
Preferred stock shares authorized	1,000,000	1,000,000	1,000,000
Period to exercise warrants after business combination	30 days	30 days
Notice period to redeem warrants	30 days	30 days
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock shares authorized	60,000,000	60,000,000	60,000,000
Common stock par or stated value per share (in Dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares issued	885,000	885,000	885,000
Common stock shares outstanding	885,000	885,000	885,000
Temporary equity shares outstanding	1,288,298	1,288,298	17,500,000
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock shares authorized	10,000,000	10,000,000	10,000,000
Common stock par or stated value per share (in Dollars per share) | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock shares issued	4,596,250	4,596,250	4,596,250
Common stock shares outstanding	4,596,250	4,596,250	4,596,250
Public Warrants [Member]
Stockholders’ Deficit (Details) [Line Items]
Class of warrant or right, outstanding	8,750,000	8,750,000	8,750,000
Public Warrants [Member] | Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares issued price per share (in Dollars per share) | $ / shares	$ 18	$ 18
Percentage of adjustment of redemption trigger price	180%	180%
Public Warrants [Member] | Class A Common Stock [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares issued price per share (in Dollars per share) | $ / shares	$ 9.2	$ 9.2
Proceeds to be used for effecting business combination as a percentage of total proceeds	60%	60%
Threshold trading days	20 days	20 years
Volume weighted average price per share (in Dollars per share) | $ / shares	$ 9.2	$ 9.2
Adjusted exercise price of warrants percentage	115%	115%
Public Warrants [Member] | Warrants And Rights Subject To Mandatory Redemption Trigger Price Exceeds Or Equals To Eighteen Dollars Per Share [Member]
Stockholders’ Deficit (Details) [Line Items]
Class of warrant redemption price (in Dollars per share) | $ / shares	$ 0.01	$ 0.01
Threshold trading days		20
Threshold consecutive trading days	30 days	30 years
Threshold trading days	20 days
Public Warrants [Member] | Warrants And Rights Subject To Mandatory Redemption Trigger Price Exceeds Or Equals To Eighteen Dollars Per Share [Member] | Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares issued price per share (in Dollars per share) | $ / shares	$ 18	$ 18
Private Placement Warrants [Member]
Stockholders’ Deficit (Details) [Line Items]
Class of warrant or right, outstanding		442,500	442,500
Private Placement Warrants [Member]
Stockholders’ Deficit (Details) [Line Items]
Class of warrant or right, outstanding	442,500	442,500
Sponsor [Member] | Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Shares issued price per share (in Dollars per share) | $ / shares	$ 12
Sponsor [Member] | Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock shares outstanding	4,679,125	4,679,125
Common stock voting rights	one	one
Percentage of common stock issued and outstanding	20%	20%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of fair value measurements	Dec. 31, 2022 USD ($)
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
U.S. Treasury Securities	$ 1
Fair Value, Inputs, Level 1 [Member]
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
U.S. Treasury Securities	$ 178,499,615

Uncertainty Regarding Impacts_2

Uncertainty Regarding Impacts of Recent Disruptions in U.S. Banking System (Details)	Dec. 31, 2022 USD ($)
Credit Concentration Risk [Member]
Uncertainty Regarding Impacts of Recent Disruptions in U.S. Banking System (Details) [Line Items]
Cash, FDIC Insured amount	$ 42,141,844

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)				12 Months Ended
	May 08, 2023	May 05, 2023	Apr. 03, 2023	Dec. 31, 2022	May 09, 2023
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Minimum market value of listed securities			$ 50,000,000
Number of consecutive days to regain compliance			180 days
Minimum common stock trade level to regain compliance			$ 50,000,000
Amount deposited into the Trust Account	$ 125,000
Subsequent Event [Member] | Internal Revenue Service (IRS) [Member]
Subsequent Events (Details) [Line Items]
Federal income taxes					$ 182,308
Working Capital Loan Program [Member] | Sponsor [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Working capital loan		$ 250,000
Sponsor [Member] | Working Capital Loans [Member]
Subsequent Events (Details) [Line Items]
Working capital loan				$ 650,000

Summary of Significant Accou_12

Summary of Significant Accounting Policies (Details) - Summary of cash and restricted cash - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash	$ 178,093	$ 475,870	$ 1,098,573
Restricted cash	0	41,665,974	$ 0
Total cash and restricted cash	$ 178,093	$ 42,141,844

Summary of Significant Accou_13

Summary of Significant Accounting Policies (Details) - Summary of reconciliation of cash flow from common stock subject to possible redemption to redemption value - Common Class A [Member] - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) - Summary of reconciliation of cash flow from common stock subject to possible redemption to redemption value [Line Items]
Class A common stock subject to possible redemption	$ 13,468,845		$ (12,346,005)
Accretion of carrying value to redemption value	96,795	$ 2,662,553	$ 21,096,005
Class A common stock subject to possible redemption	$ 13,565,640

Summary of Significant Accou_14

Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		7 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Class A
Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share [Line Items]
Allocation of net loss	$ (154,649)	$ (302,398)	$ (164,860)	$ (531,288)
Weighted average shares outstanding	2,173,298	18,385,000	5,041,048	17,896,428
Basic and dilution net loss per share	$ (0.07)	$ (0.02)	$ 4.15	$ (0.03)
Class B
Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share [Line Items]
Allocation of net loss	$ (327,063)	$ (75,599)	$ (150,687)	$ (136,448)
Weighted average shares outstanding	4,596,250	4,596,250	4,607,658	4,596,250
Basic and dilution net loss per share	$ (0.07)	$ (0.02)	$ (0.03)	$ (0.03)

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Fair Value Measurements	Mar. 31, 2023 USD ($)
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Assets:
U.S. Treasury Securities	$ 14,031,783