CERo Therapeutics (CERO) 10-Q 14 Aug 23 2023 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 14, 2023
Document Information Line Items
Entity Registrant Name	PHOENIX BIOTECH ACQUISITION CORP.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001870404
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40877
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1088814
Entity Address, Address Line One	2201 Broadway, Suite 705
Entity Address, City or Town	Oakland
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94612
City Area Code	(215)
Local Phone Number	731-9450
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Document Information Line Items
Trading Symbol	PBAXU
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Security Exchange Name	NASDAQ
Class A common stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	PBAX
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Class A common stock
Document Information Line Items
Trading Symbol	PBAXW
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,246,207
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		0

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 105,234	$ 475,870
Prepaid expenses and other assets	107,979	225,188
Money market funds held in Trust Account	13,897,050
Restricted cash held in Trust Account		41,665,974
TOTAL ASSETS	14,110,263	42,367,032
CURRENT LIABILITIES
Accounts payable and accrued expenses	3,145,984	1,653,120
Income tax payable	66,718	599,159
Shareholder redemption liability		27,842,747
Working capital loan – related party	1,175,000	650,000
Franchise tax payable	20,000
Due to Affiliate	3,315	3,315
Total current liabilities	4,411,017	30,748,341
LONG TERM LIABILITIES
Deferred underwriting fee payable	9,150,000	9,150,000
Total liabilities	13,561,017	39,898,341
COMMITMENTS AND CONTINGENCIES
REDEEMABLE COMMON STOCK
Class A Common stock subject to possible redemption, $0.0001 par value, 1,288,298 shares at redemption value of $10.74 and $10.45 per share as of June 30, 2023 and December 31, 2022, respectively	13,840,640	13,468,845
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Class A common stock; $0.0001 par value; 60,000,000 shares authorized; 885,000 shares issued and outstanding (excluding 1,288,298 shares subject to possible redemption)	88	88
Class B common stock; $0.0001 par value; 10,000,000 shares authorized; 4,596,250 shares issued and outstanding	459	459
Additional paid-in capital
Accumulated deficit	(13,291,941)	(11,000,701)
Total stockholders’ deficit	(13,291,394)	(11,000,154)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK, AND STOCKHOLDERS’ DEFICIT	$ 14,110,263	$ 42,367,032

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares	1,288,298	1,288,298
Common stock subject to possible redemption value, price per share (in Dollars per share)	$ 10.74	$ 10.45
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, shares	1,288,298	1,288,298
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	885,000	885,000
Common stock, shares outstanding	885,000	885,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,596,250	4,596,250
Common stock, shares outstanding	4,596,250	4,596,250

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
OPERATING EXPENSES
General and administrative	$ 1,520,878	$ 326,580	$ 2,087,446	$ 681,357
Franchise tax	22,700	50,000	46,400	100,000
Loss from operations	(1,543,578)	(376,580)	(2,133,846)	(781,357)
Other income:
Interest income earned on marketable securities held in Trust Account	150,503	37,108	259,059	37,108
Unrealized gain on marketable securities held in Trust Account		227,903		254,683
Total other income, net	150,503	265,011	259,059	291,791
Loss before provision for income taxes	(1,393,075)	(111,569)	(1,874,787)	(489,566)
Provision for income taxes	(44,658)		(44,658)
Net loss	$ (1,437,733)	$ (111,569)	$ (1,919,445)	$ (489,566)
Class A common stock
Other income:
Weighted average shares outstanding (in Shares)	2,173,298	18,385,000	2,173,298	18,385,000
Basic net loss per share (in Dollars per share)	$ (0.21)	$ 0	$ (0.28)	$ (0.02)
Class B common stock
Other income:
Weighted average shares outstanding (in Shares)	4,596,250	4,596,250	4,596,250	4,596,250
Basic net loss per share (in Dollars per share)	$ (0.21)	$ 0	$ (0.28)	$ (0.02)

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A common stock
Diluted net loss per share	$ (0.21)	$ 0	$ (0.28)	$ (0.02)
Class B common stock
Diluted net loss per share	$ (0.21)	$ 0	$ (0.28)	$ (0.02)

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
Balance at Dec. 31, 2021	$ 88	$ 459		$ (7,670,412)	$ (7,669,865)
Balance (in Shares) at Dec. 31, 2021	885,000	4,596,250
Net loss				(377,997)	(377,997)
Balance at Mar. 31, 2022	$ 8	$ 459		(8,048,409)	(8,047,862)
Balance (in Shares) at Mar. 31, 2022	885,000	4,596,250
Balance at Dec. 31, 2021	$ 88	$ 459		(7,670,412)	(7,669,865)
Balance (in Shares) at Dec. 31, 2021	885,000	4,596,250
Net loss					(489,566)
Balance at Jun. 30, 2022	$ 88	$ 459		(8,159,978)	(8,159,431)
Balance (in Shares) at Jun. 30, 2022	885,000	4,596,250
Balance at Mar. 31, 2022	$ 8	$ 459		(8,048,409)	(8,047,862)
Balance (in Shares) at Mar. 31, 2022	885,000	4,596,250
Net loss				(111,569)	(111,569)
Balance at Jun. 30, 2022	$ 88	$ 459		(8,159,978)	(8,159,431)
Balance (in Shares) at Jun. 30, 2022	885,000	4,596,250
Balance at Dec. 31, 2022	$ 88	$ 459		(11,000,701)	(11,000,154)
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)
Balance at Mar. 31, 2023	$ 88	$ 459		(11,579,207)	(11,578,660)
Balance (in Shares) at Mar. 31, 2023	885,000	4,596,250
Balance at Dec. 31, 2022	$ 88	$ 459		(11,000,701)	(11,000,154)
Balance (in Shares) at Dec. 31, 2022	885,000	4,596,250
Net loss					(1,919,445)
Balance at Jun. 30, 2023	$ 88	$ 459		(13,291,941)	(13,291,394)
Balance (in Shares) at Jun. 30, 2023	885,000	4,596,250
Balance at Mar. 31, 2023	$ 88	$ 459		(11,579,207)	(11,578,660)
Balance (in Shares) at Mar. 31, 2023	885,000	4,596,250
Accretion for Class A Common Stock Subject to Redemption				(275,001)	(275,001)
Net loss				(1,437,733)	(1,437,733)
Balance at Jun. 30, 2023	$ 88	$ 459		$ (13,291,941)	$ (13,291,394)
Balance (in Shares) at Jun. 30, 2023	885,000	4,596,250

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,919,445)	$ (489,566)
Adjustments to reconcile net loss to net cash used in operating activities:
Unrealized loss on marketable securities held in Trust Account		(254,683)
Interest income earned on marketable securities held in Trust Account	(259,059)	(37,108)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	117,209	100,422
Income tax payable	(532,441)
Accounts payable and accrued expenses	1,492,864	148,570
Franchise tax payable	20,000	(12,433)
Net cash used in operating activities	(1,080,872)	(544,798)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment of cash into Trust Account	(375,000)
Cash deposited into Trust Account	560,236
Net cash provided by for investing activities	185,236
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note - related party	525,000
Net cash provided by financing activities	525,000
NET CHANGE IN CASH	(370,636)	(544,798)
CASH, BEGINNING OF PERIOD	475,870	1,098,573
CASH, END OF PERIOD	105,234	553,775
Supplemental cash flow information:
Cash paid for income taxes	577,099
Supplemental disclosure of noncash activities:
Accretion of Class A common stock subject to possible redemption	$ 371,795

Description of Organization and

Description of Organization and Business Operations and Liquidity	6 Months Ended
	Jun. 30, 2023
Description of Organization and Business Operations and Liquidity [Abstract]
Description of Organization and Business Operations and Liquidity	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 June 30, 2023, the Company had not commenced any operations. All activity through June 30, 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 income in the form of interest income earned on investments from the proceeds derived from the IPO and placed in the Trust Account (defined below). The registration statement for the Company’s IPO was declared effective on October 5, 2021. On October 8, 2021, the Company consummated the IPO of 15,500,000 units (“Units”) (with respect to the Class A common stock included in the Units being offered (the “Public Shares”)) at $10.00 per Unit generating gross proceeds of $155,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. 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 fees payable is contingent upon the consummation of a Business Combination by January 8, 2024, 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 company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. 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, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in the absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. 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 its 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 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 designees (in such capacity, the “Lender”), would lend to the Company up to $1,500,000 to be deposited into the Trust Account established in connection with the IPO. Accordingly, on December 20, 2022, the Company issued an unsecured promissory note in the principal amount of $1,500,000 (the “Promissory Note”) to the Lender, pursuant to which the Lender agreed to loan to the Company up to $1,500,000 in connection with the extension of the date by which the Company has to consummate an initial business combination. 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 June 30, 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. On March 31, 2023, May 8, 2023 and June 30, 2023, the Company deposited $100,000, $125,000 and $150,000 into the Trust Account in connection with the Company’s extensions, respectively. As of July 31, 2023, the Company has deposited $745,897 into the Trust Account in connection with drawdowns under the Promissory Note in order to effect the extension of the business combination period to September 8, 2023 and will deposit additional funds into the trust account for any subsequent extensions that are needed by the Company to complete an initial business combination. On July 7, 2023, the Company held a special meeting of its stockholders at which the Company’s stockholders approved a proposal to amend (the “ ”) the IMTA, as amended by the IMTA Amendment , to extend the business combination period up to six times for one month each time from July 8, 2023 to August 8, 2023, September 8, 2023, October 8, 2023, November 8, 2023, December 8, 2023 or January 8, 2024. On July 7, 2023 and July 28, 2023, the Company deposited $37,051.83 and $8,845.59 into the Trust Account in connection with the Company’s extension, respectively. As of July 31, 2023, the liquidation date of the Company has been extended to September 8, 2023. If the Company is unable to complete a Business Combination by January 8, 2024 or a further extended date approved by the Company’s stockholders (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The 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 claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (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. 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. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. Management continues to evaluate the impact of the COVID-19 pandemic and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. These unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Liquidity and Going Concern As of June 30, 2023, the Company had $105,234 in its operating bank accounts, $13,897,050 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 $4,068,379, excluding the effects of taxes payable. On May 9, 2023, the Company received a notice from the IRS stating an additional $182,308 of federal income taxes were due by May 22, 2023. The Company made this payment on June 23, 2023. The Company currently projects that it will not have sufficient funds to cover its expenses over a one-year period from the date these financial statements are available to be issued. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies [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 and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 24, 2023. The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods. 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 stockholders. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Restricted Cash The Company considers all cash to be held for a specific purpose restricted cash. As of June 30, 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 stockholder redemption payments. The cash and restricted cash balances included in the balance sheets as of June 30, 2023 and December 31, 2022, are comprised of the following: June 30, December 31, Cash $ 105,234 $ 475,870 Restricted cash — 41,665,974 Total cash and restricted cash $ 105,234 $ 42,141,844 Money market funds Held in Trust Account At June 30, 2023, the assets held in Trust Account were held in money market funds that invested 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 stockholders 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 payment of $1,361,646 for a total liability of $27,842,747 were subsequently paid to redeeming stockholders on January 3, 2023. Therefore, a portion of the total redemption payment has been classified as a stockholder redemption liability in the accompanying unaudited condensed balance sheet as of December 31, 2022. 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 option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriter’s partial exercise of the over-allotment option, amounted to $12,729,318. This amount was charged to stockholders’ deficit upon the completion of the IPO. 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 June 30, 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 No 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 June 30, 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 June 30, 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 Plus: Accretion of carrying value to redemption value 275,001 Class A common stock subject to possible redemption, June 30, 2023 $ 13,840,640 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 “Class B common stock” or 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 an aggregate of 9,192,500 shares of Class A common stock at $11.50 per share were issued on October 29, 2021. At June 30, 2023 and December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 9,192,500 shares of Class A common stock underlying outstanding Public Warrants and Private Placement Warrants were excluded from diluted net loss per share for the three and six months ended June 30, 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 tables below present 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 Common Class B Common Class A Common Class B Common Stock Stock Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (456,155 ) $ (964,710 ) $ (89,255 ) $ (22,314 ) Denominator: Weighted average shares outstanding 2,173,298 4,596,250 18,385,000 4,596,250 Basic and diluted net loss per share $ (0.21 ) $ (0.21 ) $ (0.00 ) $ (0.00 ) For the Six Months Ended For the Six Months Ended Class A Common Class B Common Class A Common Class B Common Stock Stock Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (610,804 ) $ (1,291,773 ) $ (391,653 ) $ (97,913 ) Denominator: Weighted average shares outstanding 2,173,298 4,596,250 18,385,000 4,596,250 Basic and diluted net loss per share $ (0.28 ) $ (0.28 ) $ (0.02 ) $ (0.02 ) Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, 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”). 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 unaudited condensed financial statements.

Initial Public Offering and Ove

Initial Public Offering and Over-Allotment	6 Months Ended
	Jun. 30, 2023
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 option) at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock (such shares of Class A common stock included in the Units being offered, the “Public Shares”), and one-half a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement Warrants

Private Placement Warrants	6 Months Ended
	Jun. 30, 2023
Private Placement Warrants [Abstract]
Private Placement Warrants	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 of a redeemable warrant (“Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the Private Placement Units was added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will be worthless.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transaction [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 Founder Shares. Later in September 2021, the Company effected a 0.017 for 1 stock dividend for each Founder Share 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 over-allotment option was not exercised in full by the underwriter. Since the underwriter exercised the over-allotment option only in part, the Sponsor forfeited 82,875 Founder Shares. 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 day period commencing at least 150 days after a Business 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. There was no balance on the Note as of June 30, 2023 and December 31, 2022. 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. On May 8, 2023 and June 9, 2023, the sponsor loaned the company $250,000 and $275,000 under the Promissory Note in connection with extensions of the Company’s liquidation date, respectively. As of June 30, 2023 and December 31, 2022, there was $1,175,000 and $650,000 in borrowings under the Working Capital Loans, respectively. 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 and six months ended June 30, 2023, $0 has been incurred under this agreement. For the three and six months ended June 30, 2022, $45,000 and $90,000 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 and six months ended June 30, 2023, $60,000 and $80,000 has been incurred under this agreement, respectively. For the three and six months ended June 30, 2022, $60,000 and $120,000 has been incurred under this agreement, respectively. As of June 30, 2023, there was a $20,000 outstanding balance owed to the Sponsor.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies {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, 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” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 2,325,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On October 8, 2021, the underwriter partially exercised its over-allotment option and purchased 2,000,000 units at $10.00 per unit. 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 option until the Company completes a Business Combination. As such, $400,000 of additional underwriting fees related to the over-allotment have been deferred. In addition, the underwriter is entitled to deferred underwriting commissions of $0.50 per unit, or $8,750,000 ($9,150,000 in the aggregate when including the $400,000 noted above) from the closing of the IPO. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Business Combination Agreement On June 4, 2023, the Company entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), by and among the Company, PBCE Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and CERo Therapeutics, Inc., a Delaware corporation (“CERo”). At the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of CERo common stock, par value $0.0001 per share (the “CERo common stock”) will be cancelled and converted into (a) the right to receive a number of shares of PBAX Class A common stock, par value $0.0001 per share (“Class A common stock”), equal to $50,000,000, minus divided divided multiplied dividing multiplied divided multiplied divided Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, the Sponsor, as the sole holder of the Class B common stock, and each of the Company’s officers and directors entered into a support agreement with the Company and CERo (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, the Sponsor agreed to vote, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, all of its shares of Class B common stock (together with any other equity securities of the Company that it holds of record or beneficially, as of the date of the Sponsor Support Agreement, or of which it acquires record or beneficial ownership after the date thereof, the “Subject Company Shares”) (i) in favor of (a) the Business Combination Agreement and the transactions contemplated thereby and (b) the other proposals that the Company and CERo agreed in the Business Combination Agreement shall be submitted at such meeting for approval by the Company’s stockholders (together with the proposal to obtain the Company Stockholder Approval, the “Required Transaction Proposals”) and (ii) against any proposal that conflicts or materially impedes or interferes with any Required Transaction Proposals or that would adversely affect or delay the Business Combination. The Sponsor Support Agreement also prohibits the Sponsor from, among other things and subject to certain exceptions, transferring any Subject Company Shares held by the Sponsor or taking any action that would have the effect of preventing or materially delaying the Sponsor from performing its obligations under the Sponsor Support Agreement, until the earlier of the Closing or the termination of the Sponsor Support Agreement according to its terms. In addition, in the Sponsor Support Agreement, the Sponsor agrees to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of Class B common stock held by the Sponsor convert into shares of Class A common stock in connection with the transactions contemplated by the Business Combination Agreement. An aggregate of 5,296,246 shares of Class A common stock are subject to the Sponsor Support Agreement. CERo Support Agreements In connection with the execution of the Business Combination Agreement, certain CERo stockholders (the “CERo Supporting Stockholders”) entered into support agreements with CERo (the “CERo Support Agreements”). Under the CERo Support Agreements, each CERo Supporting Stockholder agreed as promptly as practicable following the time at which the Registration Statement/Proxy Statement shall have been declared effective and made available to such CERo Supporting Stockholders, to execute and deliver a written consent with respect to all outstanding shares of CERo common stock and CERo preferred stock held by such CERo Supporting Stockholder (the “Subject CERo Shares”) approving the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination). In addition to the foregoing, each CERo Supporting Stockholder agreed that, at any meeting of the holders of CERo capital stock, each such CERo Supporting Stockholder will appear at the meeting, in person or by proxy, and cause its Subject CERo Shares to be counted as present thereat for purposes of calculating a quorum and voted (i) to approve and adopt the Business Combination Agreement, the transactions contemplated thereby (including the Business Combination), and any other matters necessary or reasonably requested by CERo for consummation of the Business Combination, and (ii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay, the consummation of the transactions contemplated by the Business Combination Agreement (including the Business Combination).

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2023
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 June 30, 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 June 30, 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 basis, 20% of the sum of (i) the total number of common stock issued and outstanding upon completion of the IPO, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or 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 shares and warrants underlying units issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the shares of Class B common stock convert into shares of Class A common stock at a rate of less than one-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: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-trading-day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying the warrants. 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 securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), and (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted-average trading price of the Company’s common stock during the 20-trading-day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
Fair Value Measurements [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 June 30, 2023, the assets held in the Trust Account were held in money market funds. 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 June 30, 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. June 30, 2023 (Unaudited) Level Quoted Significant Significant Assets: Money Market Funds 1 $ 13,897,050 — —

Uncertainty Regarding Impacts o

Uncertainty Regarding Impacts of Recent Disruptions in U.S. Banking System	6 Months Ended
	Jun. 30, 2023
Uncertainty Regarding Impacts of Recent Disruptions In U.S. Banking System [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 of certain financial institutions raised economic concerns over disruption in the U.S. banking system. The U.S. government took certain actions to strengthen public confidence in the U.S. banking system. However, there can be no certainty that the actions taken by the U.S. government will be effective in mitigating the effects of financial institution failures on the economy, which may include limits on access to short term liquidity in the near term or other adverse effects. As disclosed in Note 2, the Company maintains cash amounts in excess of federally insured limits in the aggregate amount of $13,647,050 as of June 30, 2023, and has certain concentrations in credit risk that expose the Company to risk of loss if the counterparty is unable to perform as a result of future disruptions in the U.S. banking system or economy. Given the uncertainty of the situation, the related financial impact cannot be reasonably estimated at this time.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
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. On July 3, 2023, the Sponsor delivered notice of conversion of an aggregate of 4,596,250 shares of Class A common stock into an equal number of shares of the Class B common stock held thereby (the “Conversion”). On July 7, 2023, the Company held a special meeting of stockholders for the purposes of considering and voting upon the a proposal to amend (the “Trust Agreement Amendment”) the IMTA , as amended by the IMTA Amendment, , and a proposal to adopt the Second Charter Amendment, to extend the business combination period up to six times for one month each time from July 8, 2023 to August 8, 2023, September 8, 2023, October 8, 2023, November 8, 2023, December 8, 2023 or January 8, 2024. On July 7, 2023, the Company and CST entered into the Trust Agreement Amendment. On July 7, 2023, the Sponsor deposited $37,052 in the Trust Account in connection with the extension of the business combination deadline. In connection with the adoption of the Second Charter Amendment, holders of 523,341 shares of Class A common stock exercised redemption rights. On July 18, 2023, the Company made a series of payments of an aggregate of $5,638,879 to holders of redeemed shares of Class A common stock (an aggregate of $10.77 per redeemed share of Class A common stock). On July 28, 2023, the Sponsor deposited in the trust account in connection with the extension of the business combination deadline. As a result of the deposits described above, such payments and accrual of interest, the balance in the Trust Account as of July 31, 2023 is approximately $8.3 million.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2023
Summary of Significant 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 and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, as filed with the SEC on March 24, 2023. The interim results for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future interim periods.
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 stockholders.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Restricted Cash	Restricted Cash The Company considers all cash to be held for a specific purpose restricted cash. As of June 30, 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 stockholder redemption payments. The cash and restricted cash balances included in the balance sheets as of June 30, 2023 and December 31, 2022, are comprised of the following: June 30, December 31, Cash $ 105,234 $ 475,870 Restricted cash — 41,665,974 Total cash and restricted cash $ 105,234 $ 42,141,844
Money market funds Held in Trust Account	Money market funds Held in Trust Account At June 30, 2023, the assets held in Trust Account were held in money market funds that invested 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	Shareholder Redemption Liability On December 20, 2022, in connection with the Company’s special meeting held to consider the Charter Amendment, the Company’s stockholders 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 payment of $1,361,646 for a total liability of $27,842,747 were subsequently paid to redeeming stockholders on January 3, 2023. Therefore, a portion of the total redemption payment has been classified as a stockholder redemption liability in the accompanying unaudited condensed balance sheet as of December 31, 2022.
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 option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriter’s partial exercise of the over-allotment option, amounted to $12,729,318. This amount was charged to stockholders’ deficit upon the completion of the IPO.
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 June 30, 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	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 No
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 June 30, 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 June 30, 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 Plus: Accretion of carrying value to redemption value 275,001 Class A common stock subject to possible redemption, June 30, 2023 $ 13,840,640
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 “Class B common stock” or 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 an aggregate of 9,192,500 shares of Class A common stock at $11.50 per share were issued on October 29, 2021. At June 30, 2023 and December 31, 2022, no Public Warrants or Private Placement Warrants have been exercised. The 9,192,500 shares of Class A common stock underlying outstanding Public Warrants and Private Placement Warrants were excluded from diluted net loss per share for the three and six months ended June 30, 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 tables below present 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 Common Class B Common Class A Common Class B Common Stock Stock Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (456,155 ) $ (964,710 ) $ (89,255 ) $ (22,314 ) Denominator: Weighted average shares outstanding 2,173,298 4,596,250 18,385,000 4,596,250 Basic and diluted net loss per share $ (0.21 ) $ (0.21 ) $ (0.00 ) $ (0.00 ) For the Six Months Ended For the Six Months Ended Class A Common Class B Common Class A Common Class B Common Stock Stock Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (610,804 ) $ (1,291,773 ) $ (391,653 ) $ (97,913 ) Denominator: Weighted average shares outstanding 2,173,298 4,596,250 18,385,000 4,596,250 Basic and diluted net loss per share $ (0.28 ) $ (0.28 ) $ (0.02 ) $ (0.02 )
Accounting for Warrants	Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, 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”). 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 unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Summary of cash and restricted cash	The cash and restricted cash balances included in the balance sheets June 30, December 31, Cash $ 105,234 $ 475,870 Restricted cash — 41,665,974 Total cash and restricted cash $ 105,234 $ 42,141,844
Summary of reconciliation of cash flow from common stock subject to possible redemption to redemption value	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 Plus: Accretion of carrying value to redemption value 275,001 Class A common stock subject to possible redemption, June 30, 2023 $ 13,840,640
Summary of basic and diluted net income (loss) per common share	The tables below present 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 Common Class B Common Class A Common Class B Common Stock Stock Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (456,155 ) $ (964,710 ) $ (89,255 ) $ (22,314 ) Denominator: Weighted average shares outstanding 2,173,298 4,596,250 18,385,000 4,596,250 Basic and diluted net loss per share $ (0.21 ) $ (0.21 ) $ (0.00 ) $ (0.00 ) For the Six Months Ended For the Six Months Ended Class A Common Class B Common Class A Common Class B Common Stock Stock Stock Stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (610,804 ) $ (1,291,773 ) $ (391,653 ) $ (97,913 ) Denominator: Weighted average shares outstanding 2,173,298 4,596,250 18,385,000 4,596,250 Basic and diluted net loss per share $ (0.28 ) $ (0.28 ) $ (0.02 ) $ (0.02 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Measurements [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 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. Level Quoted Significant Significant Assets: Money Market Funds 1 $ 13,897,050 — —

Description of Organization a_2

Description of Organization and Business Operations and Liquidity (Details) - USD ($)

1 Months Ended

6 Months Ended

May 09, 2023

May 08, 2023

Jan. 03, 2023

Dec. 20, 2022

Oct. 08, 2021

Mar. 31, 2023

Jun. 30, 2023

Jul. 31, 2023

Jul. 28, 2023

Jul. 07, 2023

Apr. 03, 2023

Dec. 31, 2022

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

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

Public price per shares. (in Dollars per share)

$ 10.2

Minimum net worth to consummate business combination

$ 5,000,001

Public Shares issued

88

$ 88

Deposited amount

$ 125,000

$ 100,000

150,000

Trust account

41,665,974

Expenses payable on dissolution

$ 100,000

Value per share to be maintained in the trust account (in Dollars per share)

$ 10.2

Market value of listed securities

$ 50,000,000

Business combination amount

$ 50,000,000

Cash

105,234

475,870

Assets Held-in-trust, Current

13,897,050

Net working capital

$ 4,068,379

Additional federal income tax due

$ 182,308

Minimum [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Fair value percentage

80%

IPO [Member]

Description of Organization and Business Operations and Liquidity (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 Offering Costs

$ 944,318

Public Shares issued

$ 1,288,298

Private Placement [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Units issued during the period shares (in Shares)

885,000

Unit price per share (in Dollars per share)

$ 10

Private placement Units (in Shares)

885,000

Over-Allotment Option [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Units issued during the period shares (in Shares)

2,000,000

Unit price per share (in Dollars per share)

$ 10

Gross proceeds

$ 20,000,000

Deferred underwriting fees payable

$ 1,400,000

Class A Common Stock [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Number of shares redeemed (in Shares)

2,581,004

16,211,702

16,211,702

Common Stock, Other Shares, Outstanding (in Shares)

2,173,298

Investment Company Act [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Ownership percentage

50%

Subsequent Event [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Trust account

$ 745,897

Trust account deposit

$ 8,845.59

$ 37,051.83

Business Combination [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Business acquisition, effective date of acquisition

Jan. 08, 2024

Sponsor [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Maximum borrowing capacity

$ 1,500,000

$ 1,500,000

Sponsor [Member] | Unsecured Promissory Note [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Unsecured promissory note

$ 1,500,000

Sponsor [Member] | Private Placement [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Units issued during the period shares (in Shares)

845,000

Unit price per share (in Dollars per share)

$ 10

Gross proceeds

$ 8,450,000

Sponsor and Cohen and Company Capital Markets [Member] | Private Placement [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Gross proceeds

$ 400,000

Additional units issued during the period shares (in Shares)

40,000

Initial Stockholders [Member]

Description of Organization and Business Operations and Liquidity (Details) [Line Items]

Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period

100%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)			6 Months Ended	12 Months Ended
	Jan. 03, 2023	Dec. 20, 2022	Jun. 30, 2023	Dec. 31, 2022	Oct. 29, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Restricted cash			$ 0	$ 41,665,974
Subject to possible redemption per share (in Dollars per share)			$ 10.74	$ 10.45
Shareholder redemption liability				$ 27,842,747
Coverage limit amount			250,000
Unrecognized tax benefits
Payment of interest and penalties
Temporary equity shares outstanding (in Shares)			1,288,298	1,288,298
Initial Public Offer And Overallotement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs			$ 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
Subject to possible redemption per share (in Dollars per share)		$ 10.2
Common stock totaling	$ 26,481,101
True-up payment	1,361,646
Shareholder redemption liability	$ 27,842,747
Revision of Prior Period, Reclassification, Adjustment [Member] | Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Accumulated deficit				$ 244,777
Public Warrants And Private Placement Warrants To Purchase Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Class of warrants (in Shares)					9,192,500
Class of warrants per share (in Dollars per share)					$ 11.5
Potential shares (in Shares)			9,192,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Summary of cash and restricted cash - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash	$ 105,234	$ 475,870
Restricted cash		41,665,974
Total cash and restricted cash	$ 105,234	$ 42,141,844

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Summary of reconciliation of cash flow from common stock subject to possible redemption to redemption value - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Summary of Reconciliation of Cash Flow From Common Stock Subject to Possible Redemption to Redemption Value [Abstract]
Class A common stock subject to possible redemption	$ 13,565,640	$ 13,468,845
Plus: Accretion of carrying value to redemption value	275,001	96,795
Class A common stock subject to possible redemption	$ 13,840,640	$ 13,565,640

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Common Stock [Member]
Numerator:
Allocation of net loss	$ (456,155)	$ (89,255)	$ (610,804)	$ (391,653)
Denominator:
Weighted average shares outstanding	2,173,298	18,385,000	2,173,298	18,385,000
Basic net loss per share	$ (0.21)	$ 0	$ (0.28)	$ (0.02)
Class B Common Stock [Member]
Numerator:
Allocation of net loss	$ (964,710)	$ (22,314)	$ (1,291,773)	$ (97,913)
Denominator:
Weighted average shares outstanding	4,596,250	4,596,250	4,596,250	4,596,250
Basic net loss per share	$ (0.21)	$ 0	$ (0.28)	$ (0.02)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share (Parentheticals) [Line Items]
Diluted net loss per share	$ (0.21)	$ 0	$ (0.28)	$ (0.02)
Class B Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Summary of basic and diluted net income (loss) per common share (Parentheticals) [Line Items]
Diluted net loss per share	$ (0.21)	$ 0	$ (0.28)	$ (0.02)

Initial Public Offering and O_2

Initial Public Offering and Over-Allotment (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
IPO [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Sale of units	17,500,000
Price per unit (in Dollars per share)	$ 10
Over-Allotment Option [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Sale of units	2,000,000
Class A Common Stock [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Share of common stock	1
Common stock, price per share (in Dollars per share)	$ 0.0001	$ 0.0001
Class A Common Stock [Member] | Public Warrants [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Share of common stock	1
Public Warrants [Member] | Class A Common Stock [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Common stock, price per share (in Dollars per share)	$ 11.5

Private Placement Warrants (Det

Private Placement Warrants (Details) - USD ($)	Oct. 08, 2021	Jun. 30, 2023
Private Placement [Member]
Private Placement Warrants (Details) [Line Items]
Issued units	885,000
Shares issued, price per share (in Dollars per share)	$ 10
Gross proceeds (in Dollars)	$ 8,850,000
Private Placement Warrants [Member] | Class A Common Stock [Member]
Private Placement Warrants (Details) [Line Items]
Common stock price per share (in Dollars per share)		$ 11.5
Cantor Fitzgerald and Co [Member] | Private Placement [Member]
Private Placement Warrants (Details) [Line Items]
Purchased shaes	155,000
Cohen and Company Capital Markets [Member] | Private Placement [Member]
Private Placement Warrants (Details) [Line Items]
Purchased shaes	30,004
Sponsor and Cohen and Company Capital Markets [Member] | Private Placement [Member]
Private Placement Warrants (Details) [Line Items]
Purchased shaes	699,996

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		3 Months Ended		6 Months Ended
	Sep. 18, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 09, 2023	May 08, 2023	Dec. 31, 2022	Dec. 13, 2022	Sep. 30, 2021	Jun. 18, 2021
Related Party Transactions [Abstract]
Working capital loan		$ 1,175,000		$ 1,175,000		$ 275,000	$ 250,000	$ 650,000
Consulting Services [Member]
Related Party Transactions [Abstract]
Interest Costs Incurred		0
Incurred under this agreement			$ 45,000	0	$ 90,000
Support Services [Member]
Related Party Transactions [Abstract]
Sponsor a monthly fee				20,000
Consulting fee incurred under this agreement		60,000	$ 60,000	80,000	$ 120,000
Outstanding balance owed to the sponsor		$ 20,000		$ 20,000
Class B Common Stock [Member]
Related Party Transactions [Abstract]
Common stock shares outstanding (in Shares)		4,596,250		4,596,250				4,596,250
Class A Common Stock [Member]
Related Party Transactions [Abstract]
Common stock shares outstanding (in Shares)		885,000		885,000				885,000
Common stock subject to forfeiture (in Shares)		2,173,298		2,173,298
Sponsor [Member]
Related Party Transactions [Abstract]
Monthly consulting fee				$ 15,000
Sponsor [Member] | Promissory Note [Member]
Related Party Transactions [Abstract]
Aggregate to cover expenses									$ 1,500,000		$ 300,000
Sponsor [Member] | Class B Common Stock [Member]
Related Party Transactions [Abstract]
Sponsor provided funds to pay	$ 25,000
Consideration shares amount (in Shares)	4,598,750
Common stock shares outstanding (in Shares)										4,679,125
Sponsor [Member] | Class A Common Stock [Member]
Related Party Transactions [Abstract]
Share price (in Dollars per share)		$ 12		$ 12
Sponsor [Member] | Recapitalization [Member] | Class B Common Stock [Member]
Related Party Transactions [Abstract]
Common stock dividends per share (in Dollars per share)	$ 0.017
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transactions [Abstract]
Aggregate to cover expenses		$ 1,500,000		$ 1,500,000
Business combination entity at a price per share (in Dollars per share)		$ 10		$ 10
Founder Shares [Member] | Class B Common Stock [Member]
Related Party Transactions [Abstract]
Common stock subject to forfeiture (in Shares)										592,875
Founder shares forfeited during the period (in Shares)	82,875

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		6 Months Ended
	Oct. 08, 2021	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies (Details) [Line Items]
Pay for additional advisors (in Dollars)		$ 465,000
Deferred underwriting commissions, price per unit		$ 0.5
Deferred underwriting commissions (in Dollars)		$ 8,750,000
Aggregate amount (in Dollars)		$ 9,150,000
Preferred stock, par value		$ 0.0001	$ 0.0001
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Price per unit	$ 10
Underwriting discount, price per unit	0.2
Cash underwriting discount (in Dollars)		$ 3,100,000
Aggregate amount (in Dollars)		400,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Price per unit	$ 10
Additional underwriting fees (in Dollars)		$ 400,000
CERo common stock [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock, par value		$ 0.0001
CERo Preferred Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Preferred stock, par value		0.0001
Exercise price per share		10
Class A Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001
Additional shares (in Shares)		1,200,000
Shares of common stock (in Shares)		5,296,246
Class A Common Stock [Member] | CERo common stock [Member]
Commitments and Contingencies (Details) [Line Items]
Shares of common stock (in Shares)		5,000,000
Business Combination Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Price per unit		$ 10
Aggregate liquidation preference (in Dollars)		$ 50,000,000
Diluted price per share		$ 10
Closing term		4 years
Underwriting Agreement [Member] | IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase an additional units (in Shares)		2,325,000
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchased shares (in Shares)	2,000,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2021
Stockholders' Deficit (Details) [Line Items]
Common stock subject to possible redemption, shares	1,288,298	1,288,298
Preferred stock shares authorized	1,000,000	1,000,000
Class A Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock shares authorized	60,000,000	60,000,000
Common stock par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	885,000	885,000
Common stock shares outstanding	885,000	885,000
Common stock subject to possible redemption, shares	1,288,298	1,288,298
Class B Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock shares authorized	10,000,000	10,000,000
Common stock par or stated value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares issued	4,596,250	4,596,250
Common stock shares outstanding	4,596,250	4,596,250
Private Placement Warrants [Member]
Stockholders' Deficit (Details) [Line Items]
Class of warrant or right, outstanding	8,750,000	8,750,000
Public Warrants [Member]
Stockholders' Deficit (Details) [Line Items]
Class of warrant or right, outstanding	442,500	442,500
Public Warrants [Member] | Class A Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock par or stated value per share (in Dollars per share)	$ 11.5
Shares issued price per share (in Dollars per share)	$ 18
Percentage of market value and the newly issued price	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)	$ 9.2
Percentage of total equity proceeds	60%
Market value price per share (in Dollars per share)	$ 9.2
Adjusted Exercise Price of Warrants Percentage	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]
Warrant price per share (in Dollars per share)	$ 0.01
Sponsor [Member] | Class B Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock shares outstanding			4,679,125
Common Stock Voting Rights	one
Percentage of common stock issued and outstanding	20%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis	Jun. 30, 2023 USD ($)
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money Market Funds	$ 13,897,050
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money Market Funds
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money Market Funds

Uncertainty Regarding Impacts_2

Uncertainty Regarding Impacts of Recent Disruptions in U.S. Banking System (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Uncertainty Regarding Impacts of Recent Disruptions In U.S. Banking System [Abstract]
Aggregate amount	$ 13,647,050

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)			1 Months Ended
	Jul. 07, 2023	Jul. 03, 2023	Jul. 31, 2023	Jul. 28, 2023	Jul. 18, 2023	Jun. 30, 2023
Class A Common Stock [Member]
Subsequent Events [Abstract]
Shares of common stock (in Shares)						523,341
Subsequent Event [Member]
Subsequent Events [Abstract]
Payments of an aggregate amount					$ 5,638,879
Price per share (in Dollars per share)					$ 10.77
Sponsor amount				$ 8,846
Payments and accrual of interest			$ 8,300,000
Sponsor [Member] | Subsequent Event [Member]
Subsequent Events [Abstract]
Amount deposited into the Trust Account	$ 37,052
Sponsor [Member] | Subsequent Event [Member] | Class A Common Stock [Member]
Subsequent Events [Abstract]
Aggregate shares (in Shares)		4,596,250