Revelstone Capital Acquisition Corp - Ordinary Shares (RCAC) 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. 09, 2023
Document Information Line Items
Entity Registrant Name	REVELSTONE CAPITAL ACQUISITION CORP.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001874218
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	001-41178
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1511157
Entity Address, Address Line One	14350 Myford Road
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92606
City Area Code	949
Local Phone Number	751-7518
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant, each whole Redeemable Warrant to purchase one share of Class A common stock for $11.50 per share
Document Information Line Items
Trading Symbol	RCACU
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant, each whole Redeemable Warrant to purchase
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Document Information Line Items
Trading Symbol	RCAC
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole Redeemable Warrant exercisable to purchase one share of Class A Common Stock for $11.50 per share
Document Information Line Items
Trading Symbol	RCACW
Title of 12(b) Security	Redeemable Warrants, each whole Redeemable Warrant exercisable to purchase one share of Class A Common Stock for $11.50 per share
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		7,644,814
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		5

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 460,508	$ 776,607
Prepaid Assets		89,113
Income Tax Receivable	11,310
Total Current Assets	471,818	865,720
Other Assets
Investments held in Trust Account	36,801,181	168,759,775
Total Other Assets	36,801,181	168,759,775
Total Assets	37,272,999	169,625,495
Current Liabilities
Accounts payable	305,683	65,325
Franchise tax liability	17,978	159,262
Accrued Expenses	1,102,129	274,019
Income Tax Payable		230,681
Excise tax payable	1,342,951
Total Current Liabilities	2,768,741	729,287
Long-Term Liabilities
Deferred underwriting commission payable	1,732,500	5,775,000
Total Long-Term Liabilities	1,732,500	5,775,000
Total Liabilities	4,501,241	6,504,287
Commitments and Contingencies (Note 6)
Class A Common stock subject to possible redemption, 3,519,819 and 16,500,000 shares at redemption value of $10.49 and $10.20 as of June 30, 2023 and December 31, 2022, respectively	36,916,399	168,367,986
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022
Additional paid-in capital
Accumulated Deficit	(4,145,053)	(5,247,190)
Total Stockholders’ Deficit	(4,144,641)	(5,246,778)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	37,272,999	169,625,495
Class A Common Stock
Stockholders’ Deficit
Common stock	0	0
Class B Common Stock
Stockholders’ Deficit
Common stock	$ 412	$ 412

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption outstanding	3,519,819	16,500,000
Redemption value (in Dollars per share)	$ 10.49	$ 10.2
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	180,000,000	180,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	4,125,000	4,125,000
Common stock, shares outstanding	4,125,000	4,125,000

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating Expenses
Formation and Operating Costs	$ 722,326	$ 142,732	$ 1,680,597	$ 344,298
Total Operating Expenses	722,326	142,732	1,680,597	344,298
Net Operating Loss	722,326	142,732	1,680,597	344,298
Gain from investments held in Trust Account	1,855,638	232,604	3,658,699	245,281
Change in fair value of overallotment units				15,119
Fair value of forfeited overallotment option				79,071
Total Other Income	1,855,638	232,604	3,658,699	339,471
Income (loss) before provision for income tax	1,133,312	89,872	1,978,102	(4,827)
Provision for income taxes- loss	379,235	22,163	732,009	22,163
Net income (loss)	$ 754,077	$ 67,709	$ 1,246,093	$ (26,990)
Class A Common Stock
Operating Expenses
Basic weighted average shares outstanding (in Shares)	15,358,885	16,500,000	15,926,290	16,408,840
Basic net income (loss) per share (in Dollars per share)	$ 0.04	$ 0	$ 0.06	$ 0
Class B Common Stock
Operating Expenses
Basic weighted average shares outstanding (in Shares)	4,125,000	4,125,000	4,125,000	4,125,000
Basic net income (loss) per share (in Dollars per share)	$ 0.04	$ 0	$ 0.06	$ 0

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Operations (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 weighted average shares outstanding	15,358,885	16,500,000	15,926,290	16,408,840
Diluted net income (loss) per share	$ 0.07	$ 0	$ 0.09	$ 0
Class B Common Stock
Diluted weighted average shares outstanding	4,125,000	4,125,000	4,125,000	4,125,000
Diluted net income (loss) per share	$ 0.07	$ 0	$ 0.09	$ 0

Unaudited Condensed Statement_3

Unaudited Condensed Statements of Changes in Stockholders' Deficit - USD ($)	Class B Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 412		$ (4,300,101)	$ (4,299,689)
Balance (in Shares) at Dec. 31, 2021	4,125,000
Proceeds allocated to Public Warrants		225,000		225,000
Proceeds allocated to Private Placement Warrants		450,000		450,000
Offering costs allocated to warrants		(36,044)		(36,044)
Derecognition of overallotment unit liability		158,141		158,141
Re-measurement of redeemable shares to redemption value		(797,097)	(379,763)	(1,176,860)
Net income (loss)			(94,699)	(94,699)
Balance at Mar. 31, 2022	$ 412		(4,774,563)	(4,774,151)
Balance (in Shares) at Mar. 31, 2022	4,125,000
Balance at Dec. 31, 2021	$ 412		(4,300,101)	(4,299,689)
Balance (in Shares) at Dec. 31, 2021	4,125,000
Net income (loss)				(26,990)
Balance at Jun. 30, 2022	$ 412		(4,750,984)	(4,750,572)
Balance (in Shares) at Jun. 30, 2022	4,125,000
Balance at Dec. 31, 2021	$ 412		(4,300,101)	(4,299,689)
Balance (in Shares) at Dec. 31, 2021	4,125,000
Balance at Dec. 31, 2022	$ 412		(5,247,190)	(5,246,778)
Balance (in Shares) at Dec. 31, 2022	4,125,000
Balance at Mar. 31, 2022	$ 412		(4,774,563)	(4,774,151)
Balance (in Shares) at Mar. 31, 2022	4,125,000
Re-measurement of redeemable shares to redemption value			(44,130)	(44,130)
Net income (loss)			67,709	67,709
Balance at Jun. 30, 2022	$ 412		(4,750,984)	(4,750,572)
Balance (in Shares) at Jun. 30, 2022	4,125,000
Balance at Dec. 31, 2022	$ 412		(5,247,190)	(5,246,778)
Balance (in Shares) at Dec. 31, 2022	4,125,000
Re-measurement of redeemable shares of Class A common stock to redemption value			(1,327,101)	(1,327,101)
Net income (loss)			492,016	492,016
Balance at Mar. 31, 2023	$ 412		(6,082,275)	(6,081,863)
Balance (in Shares) at Mar. 31, 2023	4,125,000
Balance at Dec. 31, 2022	$ 412		(5,247,190)	(5,246,778)
Balance (in Shares) at Dec. 31, 2022	4,125,000
Net income (loss)				1,246,093
Balance at Jun. 30, 2023	$ 412		(4,145,053)	(4,144,641)
Balance (in Shares) at Jun. 30, 2023	4,125,000
Balance at Mar. 31, 2023	$ 412		(6,082,275)	(6,081,863)
Balance (in Shares) at Mar. 31, 2023	4,125,000
Re-measurement of redeemable shares of Class A common stock to redemption value			(1,516,404)	(1,516,404)
Re-measurement of redeemable shares to redemption value– waiver of deferred underwriting commission			4,042,500	4,042,500
Recognition of excise tax liability on trust redemptions			(1,342,951)	(1,342,951)
Net income (loss)			754,077	754,077
Balance at Jun. 30, 2023	$ 412		$ (4,145,053)	$ (4,144,641)
Balance (in Shares) at Jun. 30, 2023	4,125,000

Unaudited Condensed Statement_4

Unaudited Condensed Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 1,246,093	$ (26,990)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of overallotment units		(15,119)
Fair value of forfeited overallotment units		(79,071)
Gain from investments held in Trust Account	(3,658,699)	(245,281)
Changes in operating assets and liabilities:
Prepaid Assets	89,113	110,491
Accounts Payable	240,358	(671,304)
Accrued Expenses	738,110	26,888
Franchise Tax Liability	(141,284)	34,718
Income tax receivable/payable	(241,991)	22,163
Net cash used in operating activities	(1,728,300)	(843,505)
Cash Flows from Investing Activities:
Principal deposited in Trust Account		(15,150,000)
Cash withdrawn from Trust Account in connection with redemption	134,295,092
Payment of extension fee into Trust Account	(90,000)
Withdrawals from Trust Account for income and franchise taxes	1,412,201
Net cash provided by (used in) investing activities	135,617,293	(15,150,000)
Cash Flows from Financing Activities:
Redemption of common stock	(134,295,092)
Proceeds from partial exercise of overallotment option, net of costs		14,700,000
Proceeds from private placement related to partial exercise of overallotment option		450,000
Note payable—related party	90,000	(189,789)
Net cash provided by financing activities	(134,205,092)	14,960,211
Net Change in Cash	(316,099)	(1,033,294)
Cash–Beginning	776,607	1,844,672
Cash–Ending	460,508	811,378
Non-Cash investing and financing activities:
Waiver of deferred underwriting commissions payable	4,042,500	525,000
Re-measurement of carrying value of redeemable shares of Class A common stock to redemption value	2,843,505	1,220,990
Exercised portion of overallotment unit liability		158,141
Excise tax related to stock redemptions	$ 1,342,951

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
	Jun. 30, 2023
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Revelstone Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on April 5, 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 sector 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. The Company’s sponsor is Revelstone Capital LLC, a Delaware limited liability company (the “Sponsor”). As of June 30, 2023, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from April 5, 2021 (inception) through June 30, 2023, relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on December 16, 2021 (the “Effective Date”). On December 21, 2021, the Company’s consummated the IPO of 15,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “IPO”), generating gross proceeds to the Company of $150,000,000. Each Unit consists of one share of Class A common stock (the “Public Shares”) and one-half Simultaneously with the consummation of the IPO, the Company consummated the private placement of 5,800,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $5,800,000, which is described in Note 4. On January 11, 2022, the underwriters partially exercised the over-allotment option to purchase 1,500,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit. In connection with the underwriter’s partial exercise of the over-allotment option, the Company generated additional gross proceeds of $15,000,000 and incurred $300,000 in cash underwriting fees. Simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 450,000 Private Placement Warrants to the Sponsor at $1.00 per additional Private Placement Warrants, generating additional gross proceeds of $450,000. Since the over-allotment was not exercised in full, 187,500 shares of the 4,312,500 shares of Class B common stock, par value $0.0001 per share, were forfeited by the holders thereof for no consideration. On February 3, 2022, the Company announced that the holders of the Units may elect to separately trade the shares of Class A common stock, par value $0.0001 per share and warrants included in the Units commencing on or about February 7, 2022. Each Unit consists of one share of common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share (subject to adjustment). Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “RCACU”, and the common stock and warrants will separately trade on Nasdaq under the symbols “RCAC” and “RCACW”, respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Transaction costs amounted to $17,398,949 consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3), and $719,449 of other offering costs, and was all charged to additional paid-in capital and accumulated deficit where no additional paid-in capital was available. Net underwriting commissions consist of a $3,300,000 gross commission and $500,000 of the underwriter’s reimbursement of transaction costs incurred by the Company. Included in the transaction costs are $300,000 of net underwriting commissions and $525,000 of deferred underwriting commissions related to partial exercise of the overallotment option. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. 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 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the Public Offering on December 21, 2021 and partial exercise of the overallotment option on January 11, 2022, $166,650,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 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 will provide its 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, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company seeks stockholder approval to a proceed with a Business Combination, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors will agree to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and each Anchor Investor (see Note 3) holding Founder Shares have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have 18 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”), or during any extended time that the Company has to consummate a business combination beyond 18 months as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation (an “Extension Period”). If the Company is unable to complete a Business Combination within the Combination Period or during any Extension 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 The Sponsor and each Anchor Investor holding Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. However, if the Sponsor or any of its affiliates acquire Public Shares after the Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. The underwriters have agreed to waive their right to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or during any Extension Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.10). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern, Liquidity and Capital Resources As of June 30, 2023 the Company had approximately $460,508 in its operating bank account and negative working capital of approximately $2,296,923. Prior to the completion of the Public Offering, the Company’s liquidity needs had been satisfied through a payment from the Sponsor Subsequent to the consummation of the Public Offering and private placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the Trust Account. 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, provide the Company Working Capital Loans, as defined below (see Note 5). As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans. The Company held a meeting on June 14, 2023 to vote on the proposal to amend its charter and the investment management trust agreement dated as of December 16, 2021 with Continental Stock Transfer & Trust Company In connection with the stockholders’ vote at the special meeting of stockholders held by the Company on June 14, 2023 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205-40, “Presentation of Financial Statements – Going Concern,” the Company has, according to the amended charter and the investment management trust agreement, Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On June 23, 2023, 12,980,181 shares of the Company’s common stock were redeemed with a total redemption payment of $ The Company determined that an excise tax liability should be recorded due to the redeemed shares. As of June 30, 2023, the Company recorded a charge to stockholders’ deficit of $1,342,951 of excise tax liability calculated as 1% of the value of the shares redeemed.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
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 are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on March 27, 2023. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (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 the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Investments Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet 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 are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which frequently exceeds the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and Private Placement Warrants issued in the Public Offering meet the requirements for equity classification. Class A Common Stock Subject to Possible Redemption All of the 3,519,819 shares of Class A common stock issued as part of the Units in the Public Offering and outstanding at June 30, 2023 contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Public Offering that were directly related to the Public Offering. The Company incurred offering costs amounting to $17,398,949 as a result of the Public Offering consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3) and $719,449 of other offering costs. The offering costs were charged to additional paid-in capital upon the completion of the Public Offering, and accumulated deficit when no additional paid-in capital was available. In June 2023, deferred underwriting fee payable was reduced by $4,042,500 to $1,732,500. The reduction was due to BofA Securities, Inc., one of the underwriters, waiving their portion the deferred underwriting fee. Net Loss Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable shares of Class A common stock and non-redeemable shares of Class B common stock. Earnings and losses are shared pro rata between the two categories of shares. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the partial exercise of the over-allotment option because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2023 and 2022. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 June 30, 2022 June 30, 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Numerator Allocation of net income (loss) $ 594,429 $ 159,648 $ 989,744 $ 256,349 $ 54,167 $ 13,542 $ (21,568 ) $ (5,422 ) Denominator Weighted average shares outstanding 15,358,885 4,125,000 15,926,290 4,125,000 16,500,000 4,125,000 16,408,840 4,125,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 0.06 $ 0.06 $ 0.00 $ 0.00 $ (0.00 ) $ (0.00 )

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2023
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On December 21, 2021 the Company sold 15,000,000 Units at a price of $10.00 per Unit. As part of the Public Offering, the Company granted the underwriters a 45-day option from the date of the Public Offering to purchase up to an additional 2,250,000 Public Units to cover over-allotments. On January 11, 2022, the underwriters partially exercised the over-allotment option and the Company sold 1,500,000 additional Units at $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half Following the closing of the Public Offering on December 21, 2021 and partial exercise of the overallotment option on January 11, 2022, $166,650,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants, was deposited in a Trust Account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Prior to the Public Offering certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company’s management (the “Anchor Investors”) each expressed to the Company an interest in purchasing Units in the Public Offering at the offering price of $10.00 per Unit. As incentives for the Anchor Investors, upon consummation of the Public Offering, the Sponsor transferred 1,125,000 Founder Shares, with an aggregate fair value of $8,111,250, to the Anchor Investors taken together as a whole, in exchange for their original purchase price of approximately $0.006 per share. The excess of the fair value of the Founder Shares transferred over the original issuance price, or $8,104,500, was accounted for as offering costs with an offset to additional paid-in capital. The Company utilized Level 3 inputs to determine the fair value of shares of Class B common stock. As of June 30, 2023, the value of the shares of Class A common stock subject to redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 150,000,000 Less: Proceeds allocated to Public Warrants (2,475,000 ) Class A common stock issuance costs (16,506,549 ) Plus: Re-measurement of carrying value to redemption value 22,349,535 Gross proceeds from partial exercise of overallotment option 15,000,000 Class A common stock subject to redemption as of December 31, 2022 $ 168,367,986 Plus: Re-measurement of carrying value to redemption value 1,327,101 Class A common stock subject to redemption as of March 31, 2023 $ 169,695,087 Plus: Re-measurement of carrying value to redemption value 1,516,404 Less: Partial redemptions (134,295,092 ) Class A common stock subject to redemption as of June 30, 2023 $ 36,916,399

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2023
Private Placement [Abstract]
Private Placement	Note 4—Private Placement Simultaneously with the closing of the Public Offering, Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. If the Company does not complete a Business Combination within the Combination Period or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 7).

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5—Related Party Transactions Founder Shares On May 11, 2021, the Sponsor paid $25,000 to purchase 4,312,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7. As of December 31, 2022, the Founder Shares include an aggregate of up 562,500 shares subject to forfeiture to the extent that the underwriter’s option to purchase additional units is not exercised in full or in part. On January 11, 2022, the underwriters partially exercised the over-allotment option, resulting in forfeiture of 187,500 shares of Class B common stock. As of June 30, 2023 and December 31, 2022 outstanding Class B common stock excludes 187,500 of shares forfeited due to partial exercise of the overallotment option on January 11, 2022. On November 18, 2021, the Sponsor transferred 25,000 Founder Shares to each of Jeff Rosenthal, Margaret McDonald and Jason White, the Company’s independent director nominees and 15,000 Founder Shares to each of Assia Grazioli-Venier, Jonathan Goodwin and Nate Bosshard, the Company’s outside advisors. The Company determined the estimated fair value of the transferred shares to be immaterial and did not recognize the impact of the transfer in these financial statements. The Sponsor, anchor investors, Company’s independent directors and outside advisors holding Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one Related Party Loans On May 11, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing and payable, according to contractual terms, on the earlier of December 31, 2022 or the completion of the Public Offering. As of December 31, 2021, the Company had borrowed $189,789 under the Promissory Note. The Company settled the liability on January 11, 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, the Company had no On June 22, 2023, the Sponsor and Set Jet, Inc., a Nevada corporation Set Jet, Inc. Administrative Service Agreement The Company entered into an administrative services agreement with an affiliate of the Sponsor for office space, administrative and support services. The affiliate agreed to provide the above services for no consideration.

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 The holders of the majority of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans up to $1,500,000 (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on December 21, 2021 and requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). In addition, our initial stockholders, any anchor investors holding Founder Shares and their respective permitted transferees are entitled to make up to three demands, excluding short form demands, that the Company register such securities. Notwithstanding the foregoing, the Company shall use its best efforts to file a registration statement within 30 days of our business combination to register such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On December 21, 2021 the Company paid a cash underwriting commission of $0.20 per Unit, or $3,000,000 in the aggregate. On December 21, 2021, the underwriters also reimbursed the Company for $500,000 of transaction costs incurred by the Company. Following the reimbursement, the underwriters’ net commission was $2,500,000 or $0.17 per Unit. The Company granted the underwriters a 45-day option from the date of the Public Offering to purchase up to 2,250,000 additional Units at the Public Offering price less the underwriting discounts and commissions, which was partially exercised on January 11, 2022. On January 11, 2022, the Company paid a cash underwriting commission of $0.20 per Unit or $300,000 in the aggregate in connection with the underwriters’ partial exercise of the over-allotment option. The underwriters were entitled to deferred underwriting commissions of $0.35 per Unit, or $5,775,000 in the aggregate. The deferred underwriting commissions will become payable to the underwriters 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. In June 2023 BofA Securities, Inc., one of the underwriters, waived their portion of the deferred underwriting fee which is reflected in the condensed balance sheet and the condensed statements of changes in stockholders’ deficit. Therefore, the deferred underwriting fee was reduced by $4,042,500. As a result of the reductions, the outstanding deferred underwriting fee payable was reduced to $1,732,500. Legal Advisory Agreement On July 7, 2022, the Company signed an agreement with a legal advisor that will represent the Company on corporate and securities compliance matters related to its pursuit of a Business Combination. According to the terms of the agreement, the Company was obligated to pay a retainer fee of $50,000 upon the signing of this agreement, and is further obligated to pay up to an additional $200,000 when certain milestones are met prior to the closing of the Business Combination. Legal fees incurred in connection with the business combination above $250,000 will be due and payable upon completion of the Business Combination. The initial retainer fee of $50,000 was paid as of January 30, 2023. The amount of legal fees recorded as part of the Company’s accrued expenses was $1,102,129 as of June 30, 2023. M&A Advisory Agreement On October 13, 2022, the Company signed an agreement with an advisor to assist the Company on merger and acquisition matters as they relate to a Business Combination. According to the terms of the agreement, as amended on July 7, 2023, the Company is obligated to pay the advisor a fee determined as a percentage of the enterprise value of a target. The percentage ranges from 0.5%, which would apply to an enterprise value of $600,000,000 or more, and 1.5%, which would apply to an enterprise value of $200,000,000 or less. The advisory fee is payable by the Company to the advisor in shares of the Company’s Private Placement Agreements On October 13, 2022, the Company signed a private placement agreement with an agent to assist the Company with the private placement of the Company’s stock or other securities. According to the terms of the agreement, as amended on July 7, 2023, the Company is obligated to pay the agent, concurrently with the consummation of the placement,

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2023
Stockholders' Deficit [Abstract]
Stockholders' Deficit	Note 7—Stockholders’ Deficit Preferred Stock— no Shares of Class A Common Stock— no Shares of Class B Common Stock— Holders of shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination or at any time at the option of the holder on a one-for-one basis, subject to increase in respect of the issuance of certain securities, as provided herein. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to increase in respect of the issuance of certain securities, as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amount issued in the Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the aggregate number of all shares of common stock outstanding upon the completion of the Public Offering, plus the aggregate number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, an affiliate of the Sponsor or any of the officers or director. Public Warrants — The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five Redemptions of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00— ● 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 to each warrant holder; ● if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described above) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the 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 such warrants. If the Company calls the Public Warrants for redemption for cash, 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 exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. 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 or during any Extension 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. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that 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 Company accounted for the 14,500,000 warrants issued in connection with the Public Offering and partial exercise of the over-allotment option, including 8,250,000 Public Warrants and 6,250,000 Private Placement Warrants, in accordance with the guidance contained in ASC 815-40. The Company concluded that the Public and Private Placement Warrants are considered indexed to the entity’s own stock and meet other equity classification requirements. Therefore, Public and Private Placement Warrants are considered equity instruments and are classified as such. On June 23, 2023, 12,980,181 shares of the Company’s common stock were redeemed. At June 30, 2023 Underwriters’ Over-allotment Option-

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 8—Income Taxes Our effective tax rate was 33.46% and 24.66% for the three months ended June 30, 2023 and 2022, respectively. Our effective tax rate was 37.01% and (459.15)% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% mainly due to changes in the valuation allowance on the deferred tax assets. Cash paid for income taxes during the six months ended June 30, 2023 and

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 9—Fair Value Measurements Investments held in Trust Account The following table presents information about the Company’s assets and liabilities that are measured at fair value on June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Prices In Significant Other Significant Other June 30, Active Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 36,801,181 $ 36,801,181 — — $ 36,801,181 $ 36,801,181 — — Quoted Prices In Significant Other Significant Other December 31, Active Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 168,759,775 $ 168,759,775 — — $ 168,759,775 $ 168,759,775 — — Underwriters’ over-allotment option The Company accounted for the over-allotment option as a liability in accordance with ASC 815-40 and presented it within liabilities on the balance sheet before the option was partially settled on January 11, 2022. The over-allotment liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment units in the statement of operations. The Company used a Black Scholes model to value the over-allotment option. The over-allotment option was classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. Inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its shares of Class A common stock based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to its remaining contractual term. The key inputs into the Black Scholes model for the over-allotment liability were as follows at January 11, 2022, the date of the partial exercise of the overallotment option: January 11, Input 2022 Risk-free interest rate 0.04 % Expected term (years) 0.07 Expected volatility 11.26 % Exercise price $ 10.00 Unit Price $ 9.98 The following table sets forth a summary of the changes in the fair value of the Level 3 over-allotment liability for the year ended December 31, 2022: Over-allotment Liability Fair value as of December 31, 2021 $ 252,331 Change in fair value at January 11, 2022 $ (15,119 ) Fair value of forfeited overallotment units at January 11, 2022 $ (79,071 ) Elimination of overallotment liability at January 11, 2022 $ (158,141 ) Fair value as of December 31, 2022 $ —

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 10—Subsequent Events The Company has evaluated subsequent events that occurred after the balance sheet date up to the date the financial statements were issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as indicated below. On July 17, 2023, the Company entered into a merger agreement, by and among the Company, Revelstone Capital Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), Set Jet, Inc., a Nevada corporation “Set Jet” and Thomas P. Smith. The merger agreement provides that, among other things, at the closing of the transactions, Merger Sub will merge with and into Set Jet, with Set Jet surviving as a wholly-owned subsidiary of the Company. In connection with the merger, the Company will change its name to Set Jet, Inc. The Business Combination is subject to customary closing conditions, including the satisfaction of the minimum net tangible assets condition, the receipt of certain governmental approvals and the required approval by the stockholders of the Company and Set Jet. There is no assurance that the Business Combination will be completed. The total consideration to be received by the Set Jet stockholders from the Company at closing and via earnout is up to $145 million subject to adjustment. Consideration paid at closing is in an amount equal to $80 million, subject to adjustment, based on the Company’s debt net of the Company’s cash and cash equivalents at closing, as defined in the merger agreement. Merger consideration at closing is paid in shares of Class A common stock of the Company. Earnout consideration of up to $65 million consists of (i) up to $45 million to shareholders of Set Jet pursuant to the earnout escrow agreement and (ii) up to $20 million to certain executive officers and directors of the combined company under the retention bonus agreement.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2023
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on March 27, 2023.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (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 the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Investments Held in Trust Account	Investments Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet 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 are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which frequently exceeds the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Public Warrants and Private Placement Warrants issued in the Public Offering meet the requirements for equity classification.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the 3,519,819 shares of Class A common stock issued as part of the Units in the Public Offering and outstanding at June 30, 2023 contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Public Offering that were directly related to the Public Offering. The Company incurred offering costs amounting to $17,398,949 as a result of the Public Offering consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3) and $719,449 of other offering costs. The offering costs were charged to additional paid-in capital upon the completion of the Public Offering, and accumulated deficit when no additional paid-in capital was available. In June 2023, deferred underwriting fee payable was reduced by $4,042,500 to $1,732,500. The reduction was due to BofA Securities, Inc., one of the underwriters, waiving their portion the deferred underwriting fee.
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable shares of Class A common stock and non-redeemable shares of Class B common stock. Earnings and losses are shared pro rata between the two categories of shares. The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the partial exercise of the over-allotment option because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and six months ended June 30, 2023 and 2022. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 June 30, 2022 June 30, 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Numerator Allocation of net income (loss) $ 594,429 $ 159,648 $ 989,744 $ 256,349 $ 54,167 $ 13,542 $ (21,568 ) $ (5,422 ) Denominator Weighted average shares outstanding 15,358,885 4,125,000 15,926,290 4,125,000 16,500,000 4,125,000 16,408,840 4,125,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 0.06 $ 0.06 $ 0.00 $ 0.00 $ (0.00 ) $ (0.00 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Significant Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 June 30, 2022 June 30, 2022 Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Redeemable Non-redeemable Numerator Allocation of net income (loss) $ 594,429 $ 159,648 $ 989,744 $ 256,349 $ 54,167 $ 13,542 $ (21,568 ) $ (5,422 ) Denominator Weighted average shares outstanding 15,358,885 4,125,000 15,926,290 4,125,000 16,500,000 4,125,000 16,408,840 4,125,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 0.06 $ 0.06 $ 0.00 $ 0.00 $ (0.00 ) $ (0.00 )

Initial Public Offering (Tables

Initial Public Offering (Tables)	6 Months Ended
	Jun. 30, 2023
Initial Public Offering [Abstract]
Schedule of Class A Common Stock Subject to Redemption	As of June 30, 2023, the value of the shares of Class A common stock subject to redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 150,000,000 Less: Proceeds allocated to Public Warrants (2,475,000 ) Class A common stock issuance costs (16,506,549 ) Plus: Re-measurement of carrying value to redemption value 22,349,535 Gross proceeds from partial exercise of overallotment option 15,000,000 Class A common stock subject to redemption as of December 31, 2022 $ 168,367,986 Plus: Re-measurement of carrying value to redemption value 1,327,101 Class A common stock subject to redemption as of March 31, 2023 $ 169,695,087 Plus: Re-measurement of carrying value to redemption value 1,516,404 Less: Partial redemptions (134,295,092 ) Class A common stock subject to redemption as of June 30, 2023 $ 36,916,399

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Measurements [Abstract]
Schedule of Fair Value Hierarchy of the Valuation Inputs	The following table presents information about the Company’s assets and liabilities that are measured at fair value on June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value Quoted Prices In Significant Other Significant Other June 30, Active Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 36,801,181 $ 36,801,181 — — $ 36,801,181 $ 36,801,181 — — Quoted Prices In Significant Other Significant Other December 31, Active Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account $ 168,759,775 $ 168,759,775 — — $ 168,759,775 $ 168,759,775 — —
Schedule of Key Inputs Into the Black Scholes Model for the Over-allotment Liability	The key inputs into the Black Scholes model for the over-allotment liability were as follows at January 11, 2022, the date of the partial exercise of the overallotment option: January 11, Input 2022 Risk-free interest rate 0.04 % Expected term (years) 0.07 Expected volatility 11.26 % Exercise price $ 10.00 Unit Price $ 9.98
Schedule summary of the changes in the fair value of the Level 3 over-allotment liability	The following table sets forth a summary of the changes in the fair value of the Level 3 over-allotment liability for the year ended December 31, 2022: Over-allotment Liability Fair value as of December 31, 2021 $ 252,331 Change in fair value at January 11, 2022 $ (15,119 ) Fair value of forfeited overallotment units at January 11, 2022 $ (79,071 ) Elimination of overallotment liability at January 11, 2022 $ (158,141 ) Fair value as of December 31, 2022 $ —

Description of Organization a_2

Description of Organization and Business Operations (Details)						6 Months Ended		12 Months Ended
	Jun. 23, 2023 USD ($) shares	Jun. 14, 2023 USD ($) shares	Aug. 16, 2022	Jan. 11, 2022 USD ($) $ / shares shares	Dec. 21, 2021 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Feb. 03, 2022 $ / shares
Description of Organization and Business Operations [Line Items]
Purchase price per unit (in Dollars per share) | $ / shares					$ 10.1
Proceeds from private placement related to partial exercise of overallotment option				$ 450,000			$ 450,000
Underwriting fees					$ 2,500,000
Number of shares forfeited (in Shares) | shares				187,500		187,500		187,500
Common shares, shares outstanding (in Shares) | shares
Deferred underwriting commission payable						$ 1,732,500		$ 5,775,000
Underwriting commission gross						3,300,000
Underwriting reimbursement of costs					$ 500,000	$ 500,000
Condition for future business combination use of proceeds percentage						80
Condition for future business combination threshold percentage ownership						50
Payments for investment of cash in trust account							$ 15,150,000
Maximum maturity term of investments					185 days
Redemption limit percentage without prior consent						15
Obligation to redeem Public Shares if entity does not complete a Business Combination						100%
Months to complete acquisition						18 months
Redemption period upon closure						10 days
Maximum allowed dissolution expenses						$ 100,000
Operating bank account amount						460,508
Negative working capital						2,296,923
Outstanding working capital loans						0		$ 0
Trust account						90,000
Net tangible assets						$ 5,000,001
Common stock redeemed (in Shares) | shares	12,980,181	12,980,181
Total redemption payment	$ 134,295,092	$ 134,295,092
U.S. federal excise tax percentage			1%			21%
Stockholders’ deficit						$ 1,342,951
Excise tax liability rate						1%
IPO [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares) | shares				2,250,000	15,000,000
Purchase price per unit (in Dollars per share) | $ / shares					$ 10
Proceeds from issuance initial public offering					$ 150,000,000
Number of shares in a unit (in Shares) | shares						14,500,000
Underwriting fees						$ 2,800,000
Transaction costs						17,398,949
Deferred underwriting commission payable						5,775,000
Incentives to anchor investors						8,104,500
Other offering costs						719,449
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Number of units issued (in Shares) | shares				1,500,000
Purchase price per unit (in Dollars per share) | $ / shares				$ 10
Proceeds from issuance initial public offering				$ 15,000,000
Underwriting fees				$ 300,000		300,000
Deferred underwriting commission payable						$ 525,000
Class A Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Exercise price of warrants (in Dollars per share) | $ / shares						$ 11.5			$ 11.5
Common shares, shares outstanding (in Shares) | shares
Common shares, par value (in Dollars per share) | $ / shares						$ 0.0001		$ 0.0001	$ 0.0001
Class B Common Stock [Member]
Description of Organization and Business Operations [Line Items]
Common shares, shares outstanding (in Shares) | shares						4,125,000		4,125,000
Common shares, par value (in Dollars per share) | $ / shares						$ 0.0001		$ 0.0001
Class B Common Stock [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Number of shares forfeited (in Shares) | shares				187,500
Common shares, shares outstanding (in Shares) | shares				4,312,500
Common shares, par value (in Dollars per share) | $ / shares				$ 0.0001
Public Warrants [Member] | IPO [Member]
Description of Organization and Business Operations [Line Items]
Number of warrants in a unit (in Shares) | shares					1
Number of shares in a unit (in Shares) | shares						8,250,000
Exercise price of warrants (in Dollars per share) | $ / shares						$ 11.5
Public Warrants [Member] | Class A Common Stock [Member] | IPO [Member]
Description of Organization and Business Operations [Line Items]
Number of shares in a unit (in Shares) | shares					1
Number of warrants in a unit (in Shares) | shares					0.5
Number of shares in a unit (in Shares) | shares					1
Exercise price of warrants (in Dollars per share) | $ / shares					$ 11.5
Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Purchase price per unit (in Dollars per share) | $ / shares					$ 10.1
Number of shares in a unit (in Shares) | shares						5,800,000
Price of warrant (in Dollars per share) | $ / shares						$ 1
Proceeds from private placement related to partial exercise of overallotment option					$ 5,800,000
Private Placement Warrants [Member] | IPO [Member]
Description of Organization and Business Operations [Line Items]
Purchase price per unit (in Dollars per share) | $ / shares				$ 10.1
Number of shares in a unit (in Shares) | shares						6,250,000
Payments for investment of cash in trust account				$ 166,650,000
Private Placement Warrants [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Number of shares in a unit (in Shares) | shares						450,000
Private Placement Warrants [Member] | Public Offering [Member]
Description of Organization and Business Operations [Line Items]
Purchase price per unit (in Dollars per share) | $ / shares					$ 10.1
Sponsor [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations [Line Items]
Number of shares in a unit (in Shares) | shares				450,000		5,050,000
Price of warrant (in Dollars per share) | $ / shares				$ 1
Sponsor [Member] | Founder Shares [Member]
Description of Organization and Business Operations [Line Items]
Due to sponsor for certain reimbursable expenses						$ 25,000
Sponsor [Member] | Promissory Note With Related Party [Member]
Description of Organization and Business Operations [Line Items]
Due to sponsor for certain reimbursable expenses						$ 189,789

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Dec. 21, 2021
Significant Accounting Policies [Line Items]
Cash equivalents	$ 0	$ 0
Concentrations of credit risk	250,000	250,000
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	0	0
Net underwriting commissions			$ 2,500,000
Deferred underwriting commissions	1,732,500	$ 5,775,000
IPO [Member]
Significant Accounting Policies [Line Items]
Public offering	17,398,949
Net underwriting commissions	2,800,000
Deferred underwriting commissions	5,775,000
Investors amount	8,104,500
Other offering costs	719,449
Maximum [Member]
Significant Accounting Policies [Line Items]
Deferred underwriting fee payable	4,042,500
Minimum [Member]
Significant Accounting Policies [Line Items]
Deferred underwriting fee payable	$ 1,732,500
Common Class A Subject to Redemption [Member]
Significant Accounting Policies [Line Items]
Class A common stock redemption share (in Shares)	3,519,819

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Redeemable [Member]
Numerator
Allocation of net income (loss)	$ 594,429	$ 54,167	$ 989,744	$ (21,568)
Denominator
Weighted average shares outstanding	15,358,885	16,500,000	15,926,290	16,408,840
Basic and diluted net income (loss) per share	$ 0.04	$ 0	$ 0.06	$ 0
Non-redeemable [Member]
Numerator
Allocation of net income (loss)	$ 159,648	$ 13,542	$ 256,349	$ (5,422)
Denominator
Weighted average shares outstanding	4,125,000	4,125,000	4,125,000	4,125,000
Basic and diluted net income (loss) per share	$ 0.04	$ 0	$ 0.06	$ 0

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Redeemable [Member]
Schedule of Basic and Diluted Net Income (Loss) Per Share (Line Items)
Diluted net income (loss) per share	$ 0.07	$ 0	$ 0.09	$ 0
Non-redeemable [Member]
Schedule of Basic and Diluted Net Income (Loss) Per Share (Line Items)
Diluted net income (loss) per share	$ 0.07	$ 0	$ 0.09	$ 0

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)			6 Months Ended
	Jan. 11, 2022	Dec. 21, 2021	Jun. 30, 2023
IPO [Member]
Initial Public Offering [Line Items]
Number of units sold	2,250,000	15,000,000
Price per share (in Dollars per share)		$ 10
Number of days granted to underwriter		45 days
Purchase price per unit (in Dollars per share)		$ 10
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Number of units sold	1,500,000
Price per share (in Dollars per share)	$ 10
Number of days granted to underwriter			45 days
Purchase price per unit (in Dollars per share)	$ 10
Public Warrants [Member] | IPO [Member]
Initial Public Offering [Line Items]
Number of shares issuable per warrant		1
Exercise price of warrants (in Dollars per share)			$ 11.5
Public Warrants [Member] | Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Additional units issued during the year	1,500,000	2,250,000	2,250,000
Public Warrants [Member] | Class A Common Stock [Member] | IPO [Member]
Initial Public Offering [Line Items]
Number of shares in a unit		1
Number of shares issuable per warrant		0.5
Number of shares issuable per warrant		1
Exercise price of warrants (in Dollars per share)		$ 11.5
Private Placement Warrants [Member] | IPO [Member]
Initial Public Offering [Line Items]
Payments for investment of cash in trust account (in Dollars)	$ 166,650,000
Purchase price per unit (in Dollars per share)	$ 10.1
Founder Shares [Member] | Anchor Investors [Member] | IPO [Member]
Initial Public Offering [Line Items]
Purchase price per unit (in Dollars per share)			$ 10
Number of shares transferred			1,125,000
Fair value of shares transferred (in Dollars)			$ 8,111,250
Original purchase price per share (in Dollars per share)			$ 0.006
Offering costs (in Dollars)			$ 8,104,500

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of Class A Common Stock Subject to Redemption - Common Class A Subject To Redemption [Member] - USD ($)	3 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Less:
Proceeds allocated to Public Warrants			$ (2,475,000)
Class A common stock issuance costs			(16,506,549)
Plus:
Re-measurement of carrying value to redemption value	$ 1,516,404	$ 1,327,101	22,349,535
Partial redemptions	(134,295,092)
Class A common stock subject to redemption	$ 36,916,399	$ 169,695,087	168,367,986
IPO [Member]
Temporary Equity [Line Items]
Gross proceeds			150,000,000
Over-Allotment Option [Member]
Temporary Equity [Line Items]
Gross proceeds			$ 15,000,000

Private Placement (Details)

Private Placement (Details) - $ / shares	Jun. 30, 2023	Feb. 03, 2022	Jan. 11, 2022
Class A Common Stock [Member]
Private Placement [Line Items]
Number of shares per warrant	1
Exercise price of warrant (in Dollars per share)	$ 11.5	$ 11.5
Private Placement Warrants [Member]
Private Placement [Line Items]
Number of warrants to purchase shares issued	5,800,000
Private Placement Warrants [Member] | Over-Allotment Option [Member]
Private Placement [Line Items]
Number of warrants to purchase shares issued	450,000
Sponsor [Member] | Private Placement Warrants [Member]
Private Placement [Line Items]
Number of warrants to purchase shares issued	5,050,000		450,000
Roth and certain Roth affiliates [Member] | Private Placement Warrants [Member]
Private Placement [Line Items]
Number of warrants to purchase shares issued	750,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				1 Months Ended	6 Months Ended	12 Months Ended
	Jan. 11, 2022	Nov. 18, 2021	May 11, 2021	Jun. 22, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 21, 2021
Related Party Transaction [Line Items]
Number of shares forfeited	187,500				187,500	187,500
After business combination					30 days
Sponsor amount				$ 45,000
Working Capital Loans [Member]
Related Party Transaction [Line Items]
Loan conversion agreement warrant								$ 1,500,000
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member]
Related Party Transaction [Line Items]
Sponsor paid amount			$ 25,000
Purchase shares			4,312,500
Shares subject to forfeiture						562,500
Completion of business combination year		1 year
Exceeds per share		$ 12
Trading days		20 days
Trading day period		30 days
After business combination		150 days
Founder Shares [Member] | Sponsor [Member] | Jeff Rosenthal, Margaret McDonald and Jason White [Member] | Class B Common Stock [Member]
Related Party Transaction [Line Items]
Number of shares transferred		25,000
Founder Shares [Member] | Sponsor [Member] | Assia Grazioli-Venier and Nate Bosshard [Member] | Class B Common Stock [Member]
Related Party Transaction [Line Items]
Number of shares transferred		15,000
Promissory Note with Related Party [Member]
Related Party Transaction [Line Items]
Aggregate amount			$ 300,000
Borrowed amount							$ 189,789
Related Party Loans [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Borrowed amount
Loan conversion agreement warrant					$ 1,500,000
Price per warrant					$ 1

Commitments and Contingencies (

Commitments and Contingencies (Details)					6 Months Ended
	Jan. 30, 2023 USD ($)	Jul. 07, 2022 USD ($)	Jan. 11, 2022 USD ($) $ / shares shares	Dec. 21, 2021 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares	Jul. 07, 2023 $ / shares
Commitments and Contingencies [Line Items]
Maximum number of demands for registration of securities					3
Business combination to register period					30 days
Underwriting commission per unit (in Dollars per share) | $ / shares				$ 0.2
Underwriting reimbursement of costs				$ 500,000	$ 500,000
Underwriters commission amount				$ 2,500,000
Underwriting commission per unit (in Dollars per share) | $ / shares				$ 0.17
Deferred fee per unit (in Dollars per share) | $ / shares					$ 0.35
Aggregate deferred underwriting fee payable					$ 5,775,000
Underwriting fee					$ 4,042,500
Deferred underwriting fee payable					$1,732,500
Share price (in Dollars per share) | $ / shares			$ 9.98
Gross percentage						2%
M&A Advisory Agreement [Member]
Commitments and Contingencies [Line Items]
Share price (in Dollars per share) | $ / shares					$ 10
IPO [Member]
Commitments and Contingencies [Line Items]
Aggregate underwriting commission				$ 3,000,000
Underwriters commission amount					$ 2,800,000
Underwriter option period					45 years
Number of units sold (in Shares) | shares			2,250,000	15,000,000
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Underwriting commission per unit (in Dollars per share) | $ / shares			$ 0.2
Aggregate underwriting commission			$ 300,000
Underwriters commission amount			$ 300,000		$ 300,000
Number of units sold (in Shares) | shares			1,500,000
Private Placement Agreements [Member]
Commitments and Contingencies [Line Items]
Share price (in Dollars per share) | $ / shares						$ 10
Minimum [Member]
Commitments and Contingencies [Line Items]
Ranges percentage					0.50%
Enterprise value amount					$600,000,000
Maximum [Member]
Commitments and Contingencies [Line Items]
Ranges percentage					1.50%
Enterprise value amount					$200,000,000
Working Capital Loans Warrant [Member]
Commitments and Contingencies [Line Items]
Loan conversion agreement warrant				$ 1,500,000
Legal Advisory Agreement [Member]
Commitments and Contingencies [Line Items]
Retainer fee related to business combination	$ 50,000	$ 50,000
Additional obligations pay		200,000
Legal fees		$ 250,000
Accrued expenses					$ 1,102,129

Stockholders' Deficit (Details)

Stockholders' Deficit (Details)			6 Months Ended	12 Months Ended
	Jan. 11, 2022 $ / shares shares	Dec. 21, 2021 shares	Jun. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Jun. 23, 2023 USD ($)	Feb. 03, 2022 $ / shares
Stockholders’ Deficit [Line Items]
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, shares par value (in Dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares outstanding
Number of shares forfeited	187,500		187,500	187,500
Share price (in Dollars per share) | $ / shares	$ 9.98
Common stock shares redeemed (in Dollars) | $					$ 12,980,181
Warrants outstanding			302,023
Over-Allotment Option [Member]
Stockholders’ Deficit [Line Items]
Number of days granted to underwriter			45 days
IPO [Member]
Stockholders’ Deficit [Line Items]
Number of warrants to purchase shares issued			14,500,000
Number of days granted to underwriter		45 days
Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares authorized			180,000,000	180,000,000
Common stock, shares par value (in Dollars per share) | $ / shares			$ 0.0001	$ 0.0001		$ 0.0001
Common stock, votes per share			1
Common stock, shares issued
Common stock, shares outstanding
Share price (in Dollars per share) | $ / shares			$ 9.2
Common Class A Subject to Redemption [Member]
Stockholders’ Deficit [Line Items]
Common stock subject to redemption			3,519,819	16,500,000
Class B Common Stock [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares authorized			20,000,000	20,000,000
Common stock, shares par value (in Dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Common stock, votes per share			1
Common stock, shares issued			4,125,000	4,125,000
Common stock, shares outstanding			4,125,000	4,125,000
Convertible percentage			20%
Class B Common Stock [Member] | Over-Allotment Option [Member]
Stockholders’ Deficit [Line Items]
Common stock, shares par value (in Dollars per share) | $ / shares	$ 0.0001
Common stock, shares outstanding	4,312,500
Number of shares forfeited	187,500
Public Warrants [Member]
Stockholders’ Deficit [Line Items]
Warrants exercisable term			30 days
Business combination term			60 days
Public Warrants [Member] | Over-Allotment Option [Member]
Stockholders’ Deficit [Line Items]
Additional units issued during the year	1,500,000	2,250,000	2,250,000
Public Warrants [Member] | IPO [Member]
Stockholders’ Deficit [Line Items]
Number of warrants to purchase shares issued			8,250,000
Public Warrants [Member] | Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Share price (in Dollars per share) | $ / shares			$ 9.2
Market value rate			115%
Public Warrants [Member] | Class A Common Stock [Member] | IPO [Member]
Stockholders’ Deficit [Line Items]
Number of warrants to purchase shares issued		1
Warrant [Member]
Stockholders’ Deficit [Line Items]
Warrants expire term			5 years
Percentage of total equity proceeds			60%
Trading days			20 days
Private Placement Warrants [Member]
Stockholders’ Deficit [Line Items]
Number of warrants to purchase shares issued			5,800,000
Private Placement Warrants [Member] | Over-Allotment Option [Member]
Stockholders’ Deficit [Line Items]
Number of warrants to purchase shares issued			450,000
Private Placement Warrants [Member] | IPO [Member]
Stockholders’ Deficit [Line Items]
Number of warrants to purchase shares issued			6,250,000
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants [Member]
Stockholders’ Deficit [Line Items]
Market value rate			180%
Redemptions of warrants (in Dollars per share) | $ / shares			$ 18
Redemption price per public warrant (in Dollars per share) | $ / shares			$ 0.01
Redemption period			30 days
Threshold trading days for redemption of public warrants			20 days
Trading days			30 days
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Public Warrants [Member] | Class A Common Stock [Member]
Stockholders’ Deficit [Line Items]
Redemptions of warrants (in Dollars per share) | $ / shares			$ 18
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Warrant [Member]
Stockholders’ Deficit [Line Items]
Per share redemption trigger price (in Dollars per share) | $ / shares			$ 18

Income Taxes (Details)

Income Taxes (Details) - USD ($)		3 Months Ended		6 Months Ended
	Aug. 16, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate		33.46%	24.66%	37.01%	(459.15%)
Statutory tax rate	1%			21%
Cash paid for income taxes (in Dollars)				$ 974,000	$ 0

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets:
Investments held in Trust Account	$ 36,801,181	$ 168,759,775
Total	36,801,181	168,759,775
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account	36,801,181	168,759,775
Total	36,801,181	168,759,775
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account
Total
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account
Total

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Key Inputs Into the Black Scholes Model for the Over-allotment Liability - $ / shares	Jan. 11, 2022	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate	0.04%
Expected term (years)	25 days
Expected volatility	11.26%
Exercise price		$ 10
Unit Price	$ 9.98

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of the Changes in the Fair Value of the Level 3 Over-allotment Liability - Over-allotment liability	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value at the beginning	$ 252,331
Change in fair value	(15,119)
Fair value of forfeited overallotment units	(79,071)
Elimination of overallotment liability	(158,141)
Fair value at the ending

Subsequent Events (Details)

Subsequent Events (Details) $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($)
Subsequent Events [Abstract]
Consideration total	$ 145
Consideration paid	$ 80
Earnout consideration description	Earnout consideration of up to $65 million consists of (i) up to $45 million to shareholders of Set Jet pursuant to the earnout escrow agreement and (ii) up to $20 million to certain executive officers and directors of the combined company under the retention bonus agreement.