Klotho Neuroscience (KLTO) S-4/A 17 Oct 23 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	6 Months Ended
	Jun. 30, 2023
Document Information Line Items
Entity Registrant Name	REDWOODS ACQUISITION CORP.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 1
Entity Central Index Key	0001907223
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 123,722	$ 340,962	$ 4,952
Prepaid expenses	135,196	99,196
Total Current Assets	258,918	440,158	4,952
Investments held in Trust Account	56,950,088	117,806,478
Total Assets	57,209,006	118,246,636	4,952
Current Liabilities
Accrued expenses	273,522	140,370
Franchise tax payable	66,000	122,801
Income tax payable	380,468	243,070
Due to related party			8,511
Excise tax liability	631,696
Total Current Liabilities	1,351,686	506,241	8,511
Warrant liability	63,600	31,800
Deferred tax liability	128,162	78,955
Convertible promissory note - related party	870,000
Deferred underwriting fee payable	4,312,500	4,312,500
Total Liabilities	6,725,948	4,929,496	8,511
Commitments and Contingencies
Common stock subject to possible redemption	56,528,771	117,361,652
Stockholders’ Deficit
Common stock value	340	340
Additional paid-in capital
Accumulated deficit	(6,046,053)	(4,044,852)	(3,559)
Total Stockholders’ Deficit	(6,045,713)	(4,044,512)	(3,559)
Total Liabilities, Temporary Equity, and Stockholders’ Deficit	$ 57,209,006	$ 118,246,636	$ 4,952

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock subject to possible redemption, shares	5,396,650	11,500,000	11,500,000
Common stock subject to possible redemption, per share (in Dollars per share)	$ 10.47	$ 10.21	$ 10.21
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000	50,000,000
Common stock, shares issued	3,405,000	3,405,000	0
Common stock, shares outstanding	3,405,000	3,405,000	0

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended		10 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
General and administrative expenses	$ 324,051	$ 193,440	$ 617,705	$ 198,450	$ 3,559	$ 533,992
Franchise tax expenses	33,900	39,300	66,000	39,300		123,026
Loss from operations	(357,951)	(232,740)	(683,705)	(237,750)	(3,559)	(657,018)
Interest earned on investment held in Trust Account	862,224	146,397	2,112,292	146,397		1,280,500
Unrealized gain on investment held in Trust Account						375,978
Change in fair value of convertible notes	(462,670)
Change in fair value of warrant liabilities	(21,200)	(122,483)	(31,800)	(122,483)		555,917
Income (loss) before income taxes	20,403	(208,826)	1,396,787	(213,836)	(3,559)	1,555,377
Deferred income taxes provision						(78,955)
Income taxes provision	(173,949)		(429,722)			(243,070)
Net income (loss)	$ (153,546)	$ (208,826)	$ 967,065	$ (213,836)	$ (3,559)	$ 1,233,352
Redeemable Common Stock
Basic weighted average shares outstanding (in Shares)	5,396,650	11,066,667	8,364,025	5,533,333		8,526,027
Basic net income (loss) per share (in Dollars per share)	$ 0.06	$ 0.55	$ 0.16	$ 1.7		$ 1.05
Non-Redeemable Common Stock
Basic weighted average shares outstanding (in Shares)	3,405,000	3,385,583	3,405,000	3,082,375		3,236,568
Basic net income (loss) per share (in Dollars per share)	$ (0.13)	$ (1.86)	$ (0.12)	$ (3.13)		$ (2.39)

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended		10 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Redeemable Common Stock
Diluted weighted average shares outstanding	5,396,650	11,066,667	8,364,025	5,533,333		8,526,027
Diluted net income (loss) per share	$ 0.06	$ 0.55	$ 0.16	$ 1.70		$ 1.05
Non-Redeemable Common Stock
Diluted weighted average shares outstanding	3,405,000	3,385,583	3,405,000	3,082,375		3,236,568
Diluted net income (loss) per share	$ (0.13)	$ (1.86)	$ (0.12)	$ (3.13)		$ (2.39)

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Mar. 15, 2021
Balance (in Shares) at Mar. 15, 2021
Net income (loss)			(3,559)	(3,559)
Balance at Dec. 31, 2021			(3,559)	(3,559)
Balance (in Shares) at Dec. 31, 2021
Common stock issued to initial stockholders	$ 287	24,713		25,000
Common stock issued to initial stockholders (in Shares)	2,875,000
Net income (loss)			(5,010)	(5,010)
Balance at Mar. 31, 2022	$ 287	24,713	(8,569)	16,431
Balance (in Shares) at Mar. 31, 2022	2,875,000
Balance at Dec. 31, 2021			(3,559)	(3,559)
Balance (in Shares) at Dec. 31, 2021
Net income (loss)				(213,836)
Balance at Jun. 30, 2022	$ 340		(4,280,388)	(4,280,048)
Balance (in Shares) at Jun. 30, 2022	3,405,000
Balance at Dec. 31, 2021			(3,559)	(3,559)
Balance (in Shares) at Dec. 31, 2021
Sale of public units in initial public offering	$ 1,150	114,998,850		115,000,000
Sale of public units in initial public offering (in Shares)	11,500,000
Sale of private placement units	$ 53	5,299,947		5,300,000
Sale of private placement units (in Shares)	530,000
Sale of unit purchase option to underwriter		100		100
Underwriter commissions		(7,187,500)		(7,187,500)
Offering costs		(462,536)		(462,536)
Warrant Liabilities		(587,717)		(587,717)
Reclassification of common stock subject to redemption	$ (1,150)	(94,873,850)		(94,875,000)
Reclassification of common stock subject to redemption (in Shares)	(11,500,000)
Allocation of offering costs to common stock subject to redemption		6,901,405		6,901,405
Accretion of common stock to redemption value		(24,113,412)	(5,274,645)	(29,388,057)
Common stock issued to initial stockholders	$ 287	24,713		25,000
Common stock issued to initial stockholders (in Shares)	2,875,000
Net income (loss)			1,233,352	1,233,352
Balance at Dec. 31, 2022	$ 340		(4,044,852)	(4,044,512)
Balance (in Shares) at Dec. 31, 2022	3,405,000
Balance at Mar. 31, 2022	$ 287	24,713	(8,569)	16,431
Balance (in Shares) at Mar. 31, 2022	2,875,000
Sale of public units in initial public offering	$ 1,150	114,998,850		115,000,000
Sale of public units in initial public offering (in Shares)	11,500,000
Sale of private placement units	$ 53	5,299,947		5,300,000
Sale of private placement units (in Shares)	530,000
Sale of unit purchase option to underwriter		100		100
Underwriter commissions		(7,187,500)		(7,187,500)
Offering costs		(462,536)		(462,536)
Warrant Liabilities		(587,717)		(587,717)
Reclassification of common stock subject to redemption	$ (1,150)	(96,337,784)		(96,338,934)
Reclassification of common stock subject to redemption (in Shares)	(11,500,000)
Allocation of offering costs to common stock subject to redemption		6,901,405		6,901,405
Accretion of common stock to redemption value		(22,649,478)	(4,062,993)	(26,712,471)
Net income (loss)			(208,826)	(208,826)
Balance at Jun. 30, 2022	$ 340		(4,280,388)	(4,280,048)
Balance (in Shares) at Jun. 30, 2022	3,405,000
Balance at Dec. 31, 2022	$ 340		(4,044,852)	(4,044,512)
Balance (in Shares) at Dec. 31, 2022	3,405,000
Accretion of common stock to redemption value			(1,322,195)	(1,322,195)
Excise tax liability			(631,696)	(631,696)
Net income (loss)			1,120,611	1,120,611
Balance at Mar. 31, 2023	$ 340		(4,878,132)	(4,877,792)
Balance (in Shares) at Mar. 31, 2023	3,405,000
Balance at Dec. 31, 2022	$ 340		(4,044,852)	(4,044,512)
Balance (in Shares) at Dec. 31, 2022	3,405,000
Net income (loss)				967,065
Balance at Jun. 30, 2023	$ 340		(6,046,053)	(6,045,713)
Balance (in Shares) at Jun. 30, 2023	3,405,000
Balance at Mar. 31, 2023	$ 340		(4,878,132)	(4,877,792)
Balance (in Shares) at Mar. 31, 2023	3,405,000
Accretion of common stock to redemption value			(1,014,375)	(1,014,375)
Net income (loss)			(153,546)	(153,546)
Balance at Jun. 30, 2023	$ 340		$ (6,046,053)	$ (6,045,713)
Balance (in Shares) at Jun. 30, 2023	3,405,000

Unaudited Condensed Consolida_4

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended		10 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities:
Net Income (loss)	$ 967,065	$ (213,836)	$ (3,559)	$ 1,233,352
Adjustments to reconcile net cash used in operating activities:
Interest earned on investment held in Trust Account	(2,112,292)	(146,397)		(1,656,478)
Change in fair value of warrant liabilities	31,800	122,483		(555,917)
Prepaid expenses	(36,001)	(218,173)		(99,196)
Accrued expenses	133,152	30,000		140,370
Franchise tax payable	(56,801)	39,300		122,801
Income tax payable	137,398			243,070
Deferred income tax liability	49,207			78,955
Formation costs paid by related party			8,511
Net cash used in operating activities	(886,472)	(386,623)	4,952	(493,043)
Cash flows from investing activities:
Purchase of investment held in Trust Account		(116,150,000)		(116,150,000)
Cash withdrawn from Trust Account to pay taxes	519,232
Cash withdrawn from Trust Account to pay redeemed public stockholders	63,169,451
Cash deposited in Trust Account for term extension	(720,000)
Net cash provided by (used in) investing activities	62,968,683	(116,150,000)		(116,150,000)
Cash flows from financing activities:
Proceeds from issuance of insider shares to the initial stockholders		25,000		25,000
Proceeds from sale of public units through public offering		115,000,000		115,000,000
Proceeds from sale of private placement units		5,300,000		5,300,000
Proceeds from sale of unit purchase option		100		100
Proceeds from issuance of promissory note to related party	870,000	200,000		200,000
Payment to redeemed public stockholders	(63,169,451)
Repayment of promissory note to related party		(200,000)		(200,000)
Repayment of advance from related party		(8,511)		(8,511)
Payment of underwriters’ commissions		(2,875,000)		(2,875,000)
Payment of deferred offering costs		(462,536)		(462,536)
Net cash provided by (used in) financing activities	(62,299,451)	116,979,053		116,979,053
Net change in cash	(217,240)	442,430	4,952	336,010
Cash, beginning of the period	340,962	4,952		4,952
Cash, end of the period	123,722	447,382	4,952	340,962
Supplemental Disclosure of Non-cash Financing Activities
Initial classification of common stock subject to redemption		96,338,934		94,873,850
Initial recognition of warrant liabilities		587,717		587,717
Deferred underwriting fee payable		4,312,500		4,312,500
Allocation of offering costs to common stock subject to redemption		6,901,405		6,901,405
Accretion of Common stock to redemption value	2,336,570	26,712,471		$ 29,388,057
Redeemed common stock payable	63,169,451
Excise tax liability	$ 631,696

Description of Organization and

Description of Organization and Business Operations	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Redwoods Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on March 16, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. As of June 30, 2023, the Company had not commenced any operations. All activities through June 30, 2023 are related to the Company’s formation, the initial public offering (“IPO” as defined below in Note 4) and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Redwoods Capital LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO became effective on March 30, 2022. On April 4, 2022, the Company consummated the IPO of 10,000,000 units at an offering price of $10.00 per unit (the “Public Units’), generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the Company sold to the Sponsor and Chardan Capital Markets LLC (“Chardan”), in a private placement, 377,500 units and 100,000 units, respectively, at $10.00 per unit (the “Private Units”), generating total gross proceeds of $4,775,000, which is described in Note 5. The Company granted the underwriters a 45 -day -allotments -allotment -allotment Transaction costs amounted to $8,365,339, consisting $2,875,000 of underwriting fees, $4,312,500 of deferred underwriting fees (payable only upon completion of a Business Combination) and $1,177,839 of other offering costs. Upon the closing of the IPO and the sale of Private Units on April 4, 2022, and the exercise of the over -allotment -7 On March 31, 2023, the Company held a special meeting of stockholders, at which the Company’s stockholders approved (i) an amendment to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) and (ii) an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated March 30, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, extending the date by which the Company must consummate a Business Combination from April 4, 2023 to July 4, 2023, with the ability to further extend the deadline on a monthly basis up to five times from July 4, 2023 to December 4, 2023. In connection with the stockholders’ vote at the special meeting, an aggregate of 6,103,350 On June 29, 2023, the Sponsor made a deposit of $360,000 to the Trust Account and extended the period of time the Company has to consummate an initial Business Combination from July 4, 2023 to October 4, 2023. As a result of the stockholder approval of the Extension Amendment and the Trust Amendment, the Sponsor, or any of their respective affiliates or designees, agreed to deposit into the Trust Account $360,000 for the initial three -month -month 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 franchise and income tax obligations). If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 6) (the “Initial Stockholders”) and Chardan have agreed (a) to vote their Insider Shares, the shares underlying the Private Units (“Private Shares”) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. The Initial Stockholders and Chardan have agreed (a) to waive their redemption rights with respect to the Insider Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until October 4, 2023 (after depositing $360,000 into the Trust Account on June 29, 2023) to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate a Business Combination by such date, the Sponsor or its affiliates may extend the period of time to consummate a Business Combination five times by an additional one month each time to December 4, 2023 (for a total of 20 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees, within two business days prior to the applicable deadline, must deposit into the Trust Account $120,000 for each subsequent one -month If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Initial Stockholders and Chardan have agreed to waive their liquidation rights with respect to the Insider Shares and Private Shares, as applicable, if the Company fails to complete a Business Combination within the Combination Period. However, if any Initial Stockholder or Chardan acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.10. 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 (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act 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. On May 30, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, ANEW MEDICAL Sub, Inc., a Wyoming corporation (“Merger Sub”), and ANEW MEDICAL, INC., a Wyoming corporation (“ANEW”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into ANEW, with ANEW as the surviving company in the merger and, after giving effect to such merger, a wholly owned subsidiary of the Company (the “Merger”). Upon the closing of the Merger, the Company will change its name to “ANEW MEDICAL, INC.” Under the Business Combination Agreement, the Company will acquire all of the outstanding equity interests of ANEW in exchange for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), based on an implied ANEW equity value of $60,000,000, to be paid to ANEW stockholders at the effective time of the Merger. In addition, certain ANEW stockholders will be issued additional shares of Common Stock (the “Contingent Consideration Shares”), which will be issued as follows: (i) 2,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20 -day -day the first three years following the closing of the Merger; and (iii) 1,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20 -day In connection with the execution of the Business Combination Agreement, the Sponsor and other persons party thereto (together with the Sponsor, collectively, the “Company Insiders”), entered into a support agreement with the Company and ANEW (the “Sponsor Support Agreement”). Under the Sponsor Support Agreement, the Sponsor and its affiliates agreed to vote, at any meeting of the stockholders of the Company and in any action by written consent of the stockholders of the Company, all of such Sponsor’s 2,875,000 -dilution The Sponsor Support Agreement commits 1,375,000 Founder Shares (the “Deferred Shares”) to a share escrow account which will be established at the closing of the Merger pursuant to an escrow agreement to be entered into on such date by and among the Company, the Company Insiders and Continental Stock Transfer & Trust Company, as escrow agent. The Deferred Shares will be released from the escrow account as follows: (i) 458,333 Deferred Shares upon the Company achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20 -day -day -day In connection with the execution of the Business Combination Agreement, certain ANEW stockholders (the “ANEW Supporting Stockholders”) entered into a voting and support agreement with the Company and ANEW (the “ANEW Support Agreement”). Under the ANEW Support Agreement, each ANEW Supporting Stockholder agreed that, at any meeting of ANEW’s stockholders related to the transactions contemplated by the Business Combination Agreement, each such ANEW Supporting Stockholder will appear at the meeting or otherwise cause its shares to be voted (i) in favor of the Business Combination Agreement and the transactions contemplated thereby, and authorize and approve any amendment to ANEW’s governing documents that is deemed necessary or advisable by ANEW to effect the Merger; and (ii) against any other action would reasonably be expected to impede, interfere with or adversely affect the Merger. The ANEW Support Agreement also restricts the ANEW Supporting Stockholders from, among other things, selling, assigning or otherwise transferring any of its shares unless the buyer, assignee or transferee thereof executes a joinder agreement to the ANEW Support Agreement in a form reasonably acceptable to the Company. Liquidity, Capital Resources and Going Concern As of June 30, 2023, the Company had cash of $123,722 and a working capital deficit of $646,300 (excluding income tax and franchise tax payable as the taxes will be paid out of the Trust Account). On March 22, 2023, March 30, 2023, and June 28, 2023, the Sponsor provided a loan of $150,000, $360,000 and $360,000, respectively, to be used, in part, The Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 Risks and Uncertainties Management has evaluated the impact of persistent inflation and rising interest rates, financial market instability, including the recent bank failures, the lingering effects of the COVID -19 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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, 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. At this time, it has been determined that the IR Act tax provisions would have an impact to the Company’s fiscal 2023 tax provision as there were redemptions by the public stockholders in March 2023; as a result, the Company recorded $631,696 excise tax liability as of June 30, 2023. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.	Note 1 — Description of Organization and Business Operations Redwoods Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on March 16, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. As of December 31, 2022, the Company had not commenced any operations. All activities through December 31, 2022 are related to the Company’s formation, the initial public offering (“IPO” as defined below in Note 4) and, subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non -operating The Company’s sponsor is Redwoods Capital LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO became effective on March 30, 2022. On April 4, 2022, the Company consummated the IPO of 10,000,000 units at an offering price of $10.00 per unit (the “Public Units’), generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the Company sold to the Sponsor and Chardan Capital Markets LLC (“Chardan”), in a private placement, 377,500 units and 100,000 units, respectively, at $10.00 per unit (the “Private Units”), generating total gross proceeds of $4,775,000, which is described in Note 5. The Company granted the underwriters a 45 -day -allotments -allotment -allotment Transaction costs amounted to $8,365,339, consisting $2,875,000 of underwriting fees, $4,312,500 of deferred underwriting fees (payable only upon completion of a Business Combination) and $1,177,839 of other offering costs. Upon the closing of the IPO and the sale of Private Units on April 4, 2022, and the exercise of the over -allotment -7 Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post -transaction 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 franchise and income tax obligations). If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Insider Shares (as defined in Note 6) (the “Initial Stockholders”) and Chardan have agreed (a) to vote their Insider Shares, the shares underlying the Private Units (“Private Shares”) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination, to the extent permitted by law, and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. The Initial Stockholders and Chardan have agreed (a) to waive their redemption rights with respect to the Insider Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until July 4, 2023 to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate a Business Combination by such date, the Sponsor or its affiliates may extend the period of time to consummate a Business Combination five times by an additional one month each time (for a total of 20 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees, within two business days prior to the applicable deadline, must deposit into the Trust Account $120,000 for each subsequent one -month If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders and Chardan have agreed to waive their liquidation rights with respect to the Insider Shares and Private Shares, as applicable, if the Company fails to complete a Business Combination within the Combination Period. However, if any Initial Stockholder or Chardan acquires Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.10. 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 (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act 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. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had cash of $340,962 and a working capital of $299,788 (excluding income tax and franchise tax payable as the taxes will be paid out of the Trust Account). On March 22 and March 30, 2023, the Sponsor provided a loan of up to $150,000 and $360,000, respectively, to be used, in part, for transaction costs related to the Business Combination (see Note 6). The Company has until July 4, 2023 (or December 4, 2023, if the time to complete a business combination is extended as described herein) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. The Company expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by such date and an extension has not been requested by the Sponsor and approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition, the mandatory liquidation, should a Business Combination not occur and an extension not be requested by the Sponsor, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party 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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, 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. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated 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, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period. These financial statements should be read in conjunction with the Company’s 2022 Annual Report on Form 10 -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates In preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated 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 Held in Trust Account As of June 30, 2023, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments — Debt and Equity Securities.” Trading securities are presented on balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements. Offering Costs The Company complies with the requirements of FASB ASC Topic 340 -10-S99-1 -10-S99 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company’s effective tax rate was 852.52% and 0.00% for the three months ended June 30, 2023 and 2022, respectively, and 30.76% and 0.00% for six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to change in fair value of warrants and convertible notes and the change in valuation of deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740 -270-25-3 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and the State of New York as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The unaudited condensed consolidated statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non -redeemable -class -redeemable -redeemable -redeemable The net income (loss) per share presented in the unaudited condensed consolidated statement of operations is based on the following: Three Months Ended Six Months Ended 2023 2022 2023 2022 Net income (loss) $ (153,546 ) $ (208,826 ) $ 967,065 $ (213,836 ) Accretion of common stock to redemption value (1) (1,014,375 ) (26,712,471 ) (2,336,570 ) (26,712,471 ) Net loss including accretion of common stock to redemption value $ (1,167,921 ) $ (26,921,297 ) $ (1,369,505 ) $ (26,926,307 ) Three Months Ended Three Months Ended June 30, 2022 Redeemable share Non- redeemable shares Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (716,100 ) $ (451,821 ) $ (20,614,715 ) $ (6,306,582 ) Accretion of common stock to redemption value (1) 1,014,375 — 26,712,471 — Allocation of net income (loss) $ 298,275 $ (451,821 ) $ 6,097,756 $ (6,306,582 ) Denominator: Basic and diluted weighted average shares outstanding 5,396,650 3,405,000 11,066,667 3,385,583 Basic and diluted net income (loss) per share $ 0.06 $ (0.13 ) $ 0.55 $ (1.86 ) Six Months Ended Six Months Ended Redeemable Non- Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (973,281 ) $ (396,224 ) $ (17,293,091 ) $ (9,633,216 ) Accretion of common stock to redemption value (1) 2,336,570 — 26,712,471 — Allocation of net income (loss) $ 1,363,289 $ (396,224 ) $ 9,419,380 $ (9,633,216 ) Denominator: Basic and diluted weighted average shares outstanding 8,364,025 3,405,000 5,533,333 3,082,375 Basic and diluted net income (loss) per share $ 0.16 $ (0.12 ) $ 1.70 $ (3.13 ) (1) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution and money market funds held in the Trust Account. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of June 30, 2023 and December 31, 2022 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis. Convertible Promissory Note The Company initially accounted for its convertible promissory notes under ASC 815, “Derivatives and Hedging” and elected the fair value option under ASC 825. Using the fair value option method, each convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non -cash Subsequently, the conversion feature of the convertible promissory notes was amended on May 15, 2023; the holder of the convertible promissory notes, in its sole discretion, may convert any or all of the unpaid principal under the convertible promissory notes into common stocks of the Company (see Note 6). As a result, the Company assessed the change in conversion feature and determined that the convertible promissory notes should be recorded as debt (liability) at cash proceeds on the balance sheet. The Company’s assessment of the embedded conversion feature considered the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity. The Company’s assessment was also based on ASC 470 -50 -tenth For all newly issued and unmodified convertible promissory notes, the Company elects an early adoption of the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 Warrants The Company accounts for warrants (Public Warrants or Private Warrants) as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non -cash Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account As of December 31, 2022, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments — Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements. Offering Costs The Company complies with the requirements of FASB ASC Topic 340 -10-S99-1 -10-S99 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and the State of New York as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non -redeemable -class -redeemable -redeemable -redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the Year Ended December 31, For the Period from March 16, 2021 (Inception) through December 31, Net Income $ 1,233,352 $ (3,559 ) Accretion of common stock to redemption value (29,388,057 ) — Net loss including accretion of common stock to redemption value $ (28,154,705 ) $ (3,559 ) For the Year Ended For the Period from Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per common stock Numerator: Allocation of net loss $ (20,407,722 ) $ (7,746,983 ) $ — $ (3,559 ) Accretion of ordinary shares subject to possible redemption to redemption 29,388,057 — — — Allocation of net income (loss) $ 8,980,335 $ (7,746,983 ) $ — $ (3,559 ) Denominator: Basic and diluted weighted average shares outstanding 8,526,027 3,236,568 — — Basic and diluted net income (loss) per common stock $ 1.05 $ (2.39 ) $ — $ — Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution and money market funds held in the Trust Account. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of December 31, 2022 and December 31, 2021 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis. Warrants The Company accounts for warrants (Public Warrants or Private Warrants) as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non -cash Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Cash and Investment Held in Tru

Cash and Investment Held in Trust Account	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Cash and Investment Held in Trust Account [Abstract]
Cash and Investment Held in Trust Account	Note 3 — Cash and Investment Held in Trust Account As of June 30, 2023 and December 31, 2022, investment securities in the Company’s Trust Account consisted of $56,950,088 and $117,806,478 in cash and U.S. Treasury securities, respectively. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, Quoted Significant Significant Assets Marketable securities held in Trust Account $ 56,950,088 $ 56,950,088 — — December 31, Quoted Significant Significant Assets Marketable securities held in Trust Account $ 117,806,478 $ 117,806,478 — —	Note 3 — Cash and Investment Held in Trust Account As of December 31, 2022, investment securities in the Company’s Trust Account consisted of $117,806,478 cash and U.S. Treasury securities. The Company did not have a Trust Account at December 31, 2021. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets Marketable securities held in trust $ 117,806,478 $ 117,806,478 — —

Initial Public Offering

Initial Public Offering	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering On April 4, 2022, pursuant to its initial public offering (the “IPO”), the Company sold 10,000,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $100,000,000. The Company granted the underwriters a 45 -day -allotments -allotment -tenth five All of the 11,500,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in As of June 30, 2023, the shares of common stock reflected on the balance sheet are reconciled in the following table. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (10,695,000 ) Proceeds allocated to Public Rights (9,430,000 ) Offering costs of Public Shares (6,901,405 ) Plus: Accretion of carrying value to redemption value 29,388,057 Class A Common stock subject to possible redemption – December 31, 2022 $ 117,361,652 Plus: Accretion of carrying value to redemption value – six months period ended June 30, 2023 2,336,570 Redeemed common stock payable to public stockholders (63,169,451 ) Class A Common stock subject to possible redemption – June 30, 2023 $ 56,528,771	Note 4 — Initial Public Offering On April 4, 2022, pursuant to its initial public offering (the “IPO”), the Company sold 10,000,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $100,000,000. The Company granted the underwriters a 45 -day -allotments -allotment -tenth Each Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. The Public Warrants will become exercisable on the later of the completion of the Company’s initial Business Combination or 12 months from the closing of the IPO, and will expire five All of the 11,500,000 Public Shares sold as part of the Public Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Company’s redeemable common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 -in As of December 31, 2022, the shares of common stock reflected on the balance sheet are reconciled in the following table. As of December 31, 2022 Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (10,695,000 ) Proceeds allocated to Public Rights (9,430,000 ) Offering costs of Public Shares (6,901,405 ) Plus: Accretion of carrying value to redemption value 29,388,057 Class A Common stock subject to possible redemption $ 117,361,652

Private Placement

Private Placement	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Private Placement [Abstract]
Private Placement	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and Chardan purchased an aggregate of 477,500 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $4,775,000 in a private placement. Simultaneously with the closing of the over -allotment	Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor and Chardan purchased an aggregate of 477,500 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $4,775,000 in a private placement. Simultaneously with the closing of the over -allotment

Related Party Transactions

Related Party Transactions	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Insider Shares On January 4, 2022, the Company issued 2,875,000 -allotment The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading Promissory Note — Related Party On January 4, 2022 and February 28, 2022, the Sponsor agreed to loan the Company up to an aggregate amount of $200,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Notes”). The Promissory Notes were unsecured, interest -free On March 22, 2023, the Company issued an unsecured, non -interest -interest On May 15, 2023, the conversion feature of Convertible Note 1 and Convertible Note 2 was amended; the holder of the convertible promissory notes, in its sole discretion, may convert any or all of the unpaid principal under the convertible promissory notes into shares of common stock of the Company, at a conversion price of $10.00 per share, upon consummation of the Business Combination. On June 28, 2023, the Company issued an unsecured, non -interest As of June Related Party Loans In addition, in order to finance transaction costs in connection with searching for a target business or consummating an intended initial business combination, the initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of the Company’s business combination into private units at a price of $10.00 per unit. The purchase price of these units will approximate the fair value of such units when issued. However, if it is determined, at the time of issuance, that the fair value of such units exceeds the purchase price, the Company would record compensation expense for the excess of the fair value of the units on the day of issuance over the purchase price in accordance with Accounting Standards Codification (“ASC”) 718 — Compensation — Stock Compensation. As of June 30, 2023, the Company had no borrowings under the working capital loans. Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of initial Business Combination. For the six months ended June 30, 2023 and 2022, the Company incurred $60,000 and $30,000, respectively, in fees for these services, of which $150,000 and $90,000 were included in accrued expenses in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022, respectively.	Note 6 — Related Party Transactions Insider Shares On January 4, 2022, the Company issued 2,875,000 shares of common stock (the “Insider Shares”) to the Initial Stockholders for an aggregate consideration of $25,000, or approximately $0.009 per share. As a result of the underwriters’ full exercise of their over -allotment The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading Promissory Note — Related Party On January 4, 2022 and February 28, 2022, the Sponsor agreed to loan the Company up to an aggregate amount of $200,000 to be used, in part, for transaction costs incurred in connection with the IPO (the “Promissory Notes”). The Promissory Notes were unsecured, interest -free On March 22 and March 30, 2023, the Sponsor provided a loan of up to $150,000 and $360,000, respectively, to be used, in part, for transaction costs related to the Business Combination. Related Party Loans In addition, in order to finance transaction costs in connection with searching for a target business or consummating an intended initial business combination, the initial stockholders, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. In the event that the initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. Such loans would be evidenced by promissory notes. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of the Company’s business combination into private units at a price of $10.00 per unit. The purchase price of these units will approximate the fair value of such units when issued. However, if it is determined, at the time of issuance, that the fair value of such units exceeds the purchase price, the Company would record compensation expense for the excess of the fair value of the units on the day of issuance over the purchase price in accordance with Accounting Standards Codification (“ASC”) 718 — Compensation — Stock Compensation. As of December 31, 2022, the Company had no borrowings under the working capital loans. Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the IPO through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. However, pursuant to the terms of such agreement, the Sponsor agreed to defer the payment of such monthly fee. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of initial Business Combination. For the year ended December 31, 2022 and for the period from March 16, 2021 (inception) through December 31, 2021, the Company incurred $90,000 and none, respectively, in fees for these services, of which $90,000 and none were included in accrued expenses in the accompanying balance sheets as of December 31, 2022 and December 31, 2021, respectively.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Registration Rights The holders of the insider shares, the private units, securities underlying the Unit Purchase Option and any units that may be issued upon conversion of working capital loans or extension loans (and any securities underlying the private units or units issued upon conversion of the working capital loans or extension loans) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO. The holders of a majority of these securities are entitled to make up to two demands (or one demand with respect to the securities underlying the Unit Purchase Option) that the Company register such securities. The holders of the majority of the Insider Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain “piggy -back Underwriting Agreement Pursuant to an underwriting agreement in connection with the IPO, the Company granted Chardan, the representative of the underwriters, a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of 2.5% of the gross proceeds of the IPO (including the exercise of the over -allotment -allotment Unit Purchase Option Simultaneously with the IPO (including the closing of the over -allotment five payment, as an expense of the IPO resulting in a charge directly to stockholders’ equity. The Unit Purchase Option and such units purchased pursuant to the Unit Purchase Option, as well as the common stock underlying such units, the rights included in such units, the shares of common stock that are issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180 -day -up Right of First Refusal The Company has granted Chardan a right of first refusal, for a period of 18 months after the date of the consummation of a Business Combination, to act as a book -running	Note 7 — Commitments and Contingencies Registration Rights The holders of the insider shares, the private units, securities underlying the Unit Purchase Option and any units that may be issued upon conversion of working capital loans or extension loans (and any securities underlying the private units or units issued upon conversion of the working capital loans or extension loans) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO. The holders of a majority of these securities are entitled to make up to two demands (or one demand with respect to the securities underlying the Unit Purchase Option) that the Company register such securities. The holders of the majority of the Insider Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private units and units issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that the Company consummate an initial business combination. In addition, the holders have certain “piggy -back Underwriting Agreement Pursuant to an underwriting agreement in connection with the IPO, the Company granted Chardan, the representative of the underwriters, a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of 2.5% of the gross proceeds of the IPO (including the exercise of the over -allotment -allotment Unit Purchase Option Simultaneously with the IPO (including the closing of the over -allotment five compensation by FINRA and are therefore subject to a 180 -day -up Right of First Refusal The Company has granted Chardan a right of first refusal, for a period of 18 months after the date of the consummation of a Business Combination, to act as a book -running

Stockholders_ Equity

Stockholders’ Equity	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Stock holders Equity [Abstract]
Stockholders’ Equity	Note 8 — Stockholders’ Equity Common Stock Rights — -tenth -converted If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights. Warrants — upon exercise of the Public Warrants is not effective within 90 days from the closing of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five In addition, if (x) the Company issues additional shares of common stock or equity -linked The Company may redeem the outstanding Public Warrants at any time while the warrants are exercisable: • • • -day • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The private warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO, except that the private warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company, in either case as long as the private warrants are held by the initial purchasers or any of their permitted transferees.	Note 8 — Stockholders’ Equity Common Stock Rights — -tenth -converted If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, holders of the rights might not receive the shares of common stock underlying the rights. Warrants — when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five In addition, if (x) the Company issues additional shares of common stock or equity -linked The Company may redeem the outstanding Public Warrants at any time while the warrants are exercisable: • • • -day • -trading If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Except as described above, no warrants will be exercisable and the Company will not be obligated to issue common stock unless at the time a holder seeks to exercise such warrant, a prospectus relating to the common stock issuable upon exercise of the warrants is current and the common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the common stock issuable upon exercise of the warrants until the expiration of the warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and the Company will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, the Company will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. The private warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the IPO, except that the private warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company, in either case as long as the private warrants are held by the initial purchasers or any of their permitted transferees.

Fair Value Measurements

Fair Value Measurements	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements The fair value of the Company’s consolidated financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s 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: June 30, Quoted Significant Significant Liabilities: Warrant liability $ 63,600 — — $ 63,600 December 31, Quoted Significant Significant Liabilities: Warrant liability $ 31,800 — — $ 31,800 The private warrants are accounted for as liabilities in accordance with ASC 815 -40 The table below shows the change in fair value of warrant liabilities as of June 30, 2023: Private Total Fair value at January 1, 2023 $ 31,800 $ 31,800 Change in fair value 31,800 31,800 Fair value as of June 30, 2023 $ 63,600 $ 63,600 The Company established the initial fair value for the private warrants at $587,717 (including over -allotment -Scholes The key inputs into the Black -Scholes June 30, April 4, Exercise Price $ 11.50 $ 11.50 Underlying share price $ 10.46 $ 8.08 Expected Volatility 6.36 % 25.62 % Warrant life (years) 5.0 5.0 Risk-free rate 4.13 % 2.42 % The fair value of the Convertible Note 1 was estimated at the as converted value at March 31, 2023 and initial measurement date of March 22, 2023 to be $13,930 and $13,910, respectively. The fair value of the Convertible Note 2 was estimated at the as converted value at March 31, 2023 and initial measurement date of March 30, 2023 to be $33,400 and $33,400, respectively. The binomial tree model was used for the underlying warrants based on the following key assumptions which were unchanged as of March 31, 2023. March 30, March 22, Strike Price $ 10.00 $ 10.00 Spot Price $ 10.28 $ 10.26 Time to maturity 0.68 0.70 Business combination success rate 9 % 9 % Expected Volatility 5.0 % 5.0 % Expected dividend rate 0 % 0 % Risk-free rate 4.8 % 4.7 % The following table presents the changes in the fair value of the Level 3 Convertible Notes: Fair value as of January 1, 2023 $ — Proceeds received through Convertible Note 1 on March 22, 2023 150,000 Proceeds received through Convertible Note 2 on March 30, 2023 360,000 Change in valuation inputs or other assumptions (462,670 ) Fair value as of March 31, 2023 $ 47,330 As a result of amendments to the conversion feature of Convertible Note 1 and Convertible Note 2, a remeasurement under ASC 825 has occurred and the previously selected fair value option is no longer applied. The convertible promissory notes were recorded as debt (liability) at cash proceeds on the balance sheet effective May 15, 2023. As of June 30, 2023, the Convertible Note 1 and Convertible Note 2 were recorded at $150,000 and $360,000, respectively, based on the cash proceeds on March 22, 2023 and March 30, 2023.	Note 9 — Fair Value Measurements The fair value of the Company’s consolidated financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2022 Quoted Significant Significant Liabilities: Warrant liability $ 31,800 — — $ 31,800 December 31, 2021 Quoted Significant Significant Liabilities: Warrant liability $ — — — $ — The private warrants are accounted for as liabilities in accordance with ASC 815 -40 The table below shows the change in fair value of warrant liabilities as of December 31, 2022: Private Warrants Total Fair value at January 1, 2022 $ — $ — Initial recognition 587,717 587,717 Change in fair value (555,917 ) (555,917 ) Fair value as of December 31, 2022 $ 31,800 $ 31,800 The Company established the initial fair value for the private warrants at $587,717 (including over -allotment -Scholes The key inputs into the Black -Scholes December 31, 2022 April 4, Exercise Price $ 11.50 $ 11.50 Underlying share price $ 10.06 $ 8.08 Expected Volatility 2.97 % 25.62 % Warrant life (years) 5.0 5.0 Risk-free rate 3.99 % 2.42 %

Subsequent Events

Subsequent Events	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events In accordance with ASC 855, “Subsequent Events,” the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required disclosure in the unaudited condensed consolidated financial statements.	Note 11 — Subsequent Events In accordance with ASC 855, “Subsequent Events,” the Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the review, management identified the following subsequent events that are required disclosure in the financial statements. On March 22, 2023, the Company issued an unsecured, non -interest On March 30, 2023, the Company issued an unsecured, non -interest On March 31, 2023, the Company held a special meeting of stockholders, at which the Company’s stockholders approved (i) an amendment to the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) and (ii) an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated March 30, 2022, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, extending the date by which the Company must consummate a Business Combination from April 4, 2023 to July 4, 2023, with the ability to further extend the deadline on a monthly basis up to five times from July 4, 2023 to December 4, 2023. In connection with the stockholders’ vote at the special meeting, an aggregate of 6,103,350 shares of the Company’s common stock were tendered for redemption. Subject upon stockholder approval of the Extension Amendment and the Trust Amendment, the Sponsor, or any of their respective affiliates or designees, agreed to deposit into the Trust Account $360,000 for the initial three -month -month

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 — Income Taxes The Company’s net deferred tax assets are as follows: December 31 Deferred tax asset Net operating loss carryforward $ — Startup/Organization Expenses 112,138 Unrealized gain on investments held in trust account (78,955 ) Total deferred tax asset 33,183 Valuation allowance (112,138 ) Deferred tax asset (liability), net of allowance $ (78,955 ) The income tax provision consists of the following: For the Federal Current $ 243,070 Deferred (33,183 ) State Current $ — Deferred — Change in valuation allowance 112,138 Income tax provision $ 322,025 A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: For the Income at U.S. statutory rate 21.00 % State taxes, net of federal benefit 0.00 % Change in fair value of warrants (7.51 )% Change in valuation allowance 7.21 % 20.70 % As of December 31, 2022, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The change in the valuation allowance was $112,138 for the year ended December 31, 2022. The provisions for U.S. federal and state income taxes were $322,025 (including deferred tax liability of $78,955) and $0 for the year ended December 31, 2022 and for the period from March 16, 2021 (inception) to December 31, 2021, respectively. The Company’s tax returns for the year ended December 31, 2022 and 2021 remain open and subject to examination.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated 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, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. Operating results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any future period. These financial statements should be read in conjunction with the Company’s 2022 Annual Report on Form 10 -K	Basis of Presentation The accompanying audited financial statements are presented in U.S. Dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
Use of Estimates	Use of Estimates In preparing these unaudited condensed consolidated financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated 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.	Use of Estimates In preparing these financial statements in conformity with U.S. GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Investments Held in Trust Account	Investments Held in Trust Account As of June 30, 2023, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments — Debt and Equity Securities.” Trading securities are presented on balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements.	Investments Held in Trust Account As of December 31, 2022, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its U.S. Treasury securities as trading securities in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 320, “Investments — Debt and Equity Securities.” Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of all assets held in the Trust Account are determined using available market information and classified as Level 1 measurements.
Offering Costs	Offering Costs The Company complies with the requirements of FASB ASC Topic 340 -10-S99-1 -10-S99	Offering Costs The Company complies with the requirements of FASB ASC Topic 340 -10-S99-1 -10-S99
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The Company’s effective tax rate was 852.52% and 0.00% for the three months ended June 30, 2023 and 2022, respectively, and 30.76% and 0.00% for six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to change in fair value of warrants and convertible notes and the change in valuation of deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740 -270-25-3 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 June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and the State of New York as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and the State of New York as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Loss Per Share	Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The unaudited condensed consolidated statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non -redeemable -class -redeemable -redeemable -redeemable The net income (loss) per share presented in the unaudited condensed consolidated statement of operations is based on the following: Three Months Ended Six Months Ended 2023 2022 2023 2022 Net income (loss) $ (153,546 ) $ (208,826 ) $ 967,065 $ (213,836 ) Accretion of common stock to redemption value (1) (1,014,375 ) (26,712,471 ) (2,336,570 ) (26,712,471 ) Net loss including accretion of common stock to redemption value $ (1,167,921 ) $ (26,921,297 ) $ (1,369,505 ) $ (26,926,307 ) Three Months Ended Three Months Ended June 30, 2022 Redeemable share Non- redeemable shares Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (716,100 ) $ (451,821 ) $ (20,614,715 ) $ (6,306,582 ) Accretion of common stock to redemption value (1) 1,014,375 — 26,712,471 — Allocation of net income (loss) $ 298,275 $ (451,821 ) $ 6,097,756 $ (6,306,582 ) Denominator: Basic and diluted weighted average shares outstanding 5,396,650 3,405,000 11,066,667 3,385,583 Basic and diluted net income (loss) per share $ 0.06 $ (0.13 ) $ 0.55 $ (1.86 ) Six Months Ended Six Months Ended Redeemable Non- Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (973,281 ) $ (396,224 ) $ (17,293,091 ) $ (9,633,216 ) Accretion of common stock to redemption value (1) 2,336,570 — 26,712,471 — Allocation of net income (loss) $ 1,363,289 $ (396,224 ) $ 9,419,380 $ (9,633,216 ) Denominator: Basic and diluted weighted average shares outstanding 8,364,025 3,405,000 5,533,333 3,082,375 Basic and diluted net income (loss) per share $ 0.16 $ (0.12 ) $ 1.70 $ (3.13 ) (1)	Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non -redeemable -class -redeemable -redeemable -redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. As of December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: For the Year Ended December 31, For the Period from March 16, 2021 (Inception) through December 31, Net Income $ 1,233,352 $ (3,559 ) Accretion of common stock to redemption value (29,388,057 ) — Net loss including accretion of common stock to redemption value $ (28,154,705 ) $ (3,559 ) For the Year Ended For the Period from Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per common stock Numerator: Allocation of net loss $ (20,407,722 ) $ (7,746,983 ) $ — $ (3,559 ) Accretion of ordinary shares subject to possible redemption to redemption 29,388,057 — — — Allocation of net income (loss) $ 8,980,335 $ (7,746,983 ) $ — $ (3,559 ) Denominator: Basic and diluted weighted average shares outstanding 8,526,027 3,236,568 — — Basic and diluted net income (loss) per common stock $ 1.05 $ (2.39 ) $ — $ —
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution and money market funds held in the Trust Account. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution and money market funds held in the Trust Account. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of June 30, 2023 and December 31, 2022 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis.	Fair Value of Financial Instruments FASB ASC Topic 820 “Fair Value Measurements and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of December 31, 2022 and December 31, 2021 due to the short maturities of such instruments. See Note 9 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis.
Convertible Promissory Note	Convertible Promissory Note The Company initially accounted for its convertible promissory notes under ASC 815, “Derivatives and Hedging” and elected the fair value option under ASC 825. Using the fair value option method, each convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non -cash Subsequently, the conversion feature of the convertible promissory notes was amended on May 15, 2023; the holder of the convertible promissory notes, in its sole discretion, may convert any or all of the unpaid principal under the convertible promissory notes into common stocks of the Company (see Note 6). As a result, the Company assessed the change in conversion feature and determined that the convertible promissory notes should be recorded as debt (liability) at cash proceeds on the balance sheet. The Company’s assessment of the embedded conversion feature considered the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in an entity’s own equity. The Company’s assessment was also based on ASC 470 -50 -tenth For all newly issued and unmodified convertible promissory notes, the Company elects an early adoption of the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06
Warrants	Warrants The Company accounts for warrants (Public Warrants or Private Warrants) as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non -cash	Warrants The Company accounts for warrants (Public Warrants or Private Warrants) as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non -cash
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of shares of redeemable common stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Net Income (Loss) Per Share	The net income (loss) per share presented in the unaudited condensed consolidated statement of operations is based on the following: Three Months Ended Six Months Ended 2023 2022 2023 2022 Net income (loss) $ (153,546 ) $ (208,826 ) $ 967,065 $ (213,836 ) Accretion of common stock to redemption value (1) (1,014,375 ) (26,712,471 ) (2,336,570 ) (26,712,471 ) Net loss including accretion of common stock to redemption value $ (1,167,921 ) $ (26,921,297 ) $ (1,369,505 ) $ (26,926,307 ) (1)	The net income (loss) per share presented in the statement of operations is based on the following: For the Year Ended December 31, For the Period from March 16, 2021 (Inception) through December 31, Net Income $ 1,233,352 $ (3,559 ) Accretion of common stock to redemption value (29,388,057 ) — Net loss including accretion of common stock to redemption value $ (28,154,705 ) $ (3,559 )
Schedule of Basic and Diluted Net Loss Per Common Stock	Three Months Ended Three Months Ended June 30, 2022 Redeemable share Non- redeemable shares Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (716,100 ) $ (451,821 ) $ (20,614,715 ) $ (6,306,582 ) Accretion of common stock to redemption value (1) 1,014,375 — 26,712,471 — Allocation of net income (loss) $ 298,275 $ (451,821 ) $ 6,097,756 $ (6,306,582 ) Denominator: Basic and diluted weighted average shares outstanding 5,396,650 3,405,000 11,066,667 3,385,583 Basic and diluted net income (loss) per share $ 0.06 $ (0.13 ) $ 0.55 $ (1.86 ) Six Months Ended Six Months Ended Redeemable Non- Redeemable shares Non- redeemable shares Basic and diluted net income/(loss) per share: Numerator: Allocation of net income (loss) including accretion of common stock $ (973,281 ) $ (396,224 ) $ (17,293,091 ) $ (9,633,216 ) Accretion of common stock to redemption value (1) 2,336,570 — 26,712,471 — Allocation of net income (loss) $ 1,363,289 $ (396,224 ) $ 9,419,380 $ (9,633,216 ) Denominator: Basic and diluted weighted average shares outstanding 8,364,025 3,405,000 5,533,333 3,082,375 Basic and diluted net income (loss) per share $ 0.16 $ (0.12 ) $ 1.70 $ (3.13 ) (1)	For the Year Ended For the Period from Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per common stock Numerator: Allocation of net loss $ (20,407,722 ) $ (7,746,983 ) $ — $ (3,559 ) Accretion of ordinary shares subject to possible redemption to redemption 29,388,057 — — — Allocation of net income (loss) $ 8,980,335 $ (7,746,983 ) $ — $ (3,559 ) Denominator: Basic and diluted weighted average shares outstanding 8,526,027 3,236,568 — — Basic and diluted net income (loss) per common stock $ 1.05 $ (2.39 ) $ — $ —

Cash and Investment Held in T_2

Cash and Investment Held in Trust Account (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Cash and Investment Held in Trust Account [Abstract]
Schedule of Assets that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, Quoted Significant Significant Assets Marketable securities held in Trust Account $ 56,950,088 $ 56,950,088 — — December 31, Quoted Significant Significant Assets Marketable securities held in Trust Account $ 117,806,478 $ 117,806,478 — —	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2022 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets Marketable securities held in trust $ 117,806,478 $ 117,806,478 — —

Initial Public Offering (Tables

Initial Public Offering (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Initial Public Offering [Abstract]
Schedule of Common Stock Reflected on the Balance Sheet	As of June 30, 2023, the shares of common stock reflected on the balance sheet are reconciled in the following table. Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (10,695,000 ) Proceeds allocated to Public Rights (9,430,000 ) Offering costs of Public Shares (6,901,405 ) Plus: Accretion of carrying value to redemption value 29,388,057 Class A Common stock subject to possible redemption – December 31, 2022 $ 117,361,652 Plus: Accretion of carrying value to redemption value – six months period ended June 30, 2023 2,336,570 Redeemed common stock payable to public stockholders (63,169,451 ) Class A Common stock subject to possible redemption – June 30, 2023 $ 56,528,771	As of December 31, 2022, the shares of common stock reflected on the balance sheet are reconciled in the following table. As of December 31, 2022 Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (10,695,000 ) Proceeds allocated to Public Rights (9,430,000 ) Offering costs of Public Shares (6,901,405 ) Plus: Accretion of carrying value to redemption value 29,388,057 Class A Common stock subject to possible redemption $ 117,361,652

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements [Abstract]
Schedule of Liabilities That Are Measured at Fair Value	The following table presents information about the Company’s 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: June 30, Quoted Significant Significant Liabilities: Warrant liability $ 63,600 — — $ 63,600 December 31, Quoted Significant Significant Liabilities: Warrant liability $ 31,800 — — $ 31,800	The following table presents information about the Company’s liabilities that are measured at fair value on December 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2022 Quoted Significant Significant Liabilities: Warrant liability $ 31,800 — — $ 31,800 December 31, 2021 Quoted Significant Significant Liabilities: Warrant liability $ — — — $ —
Schedule of Change in Fair Value of Warrant Liabilities	The table below shows the change in fair value of warrant liabilities as of June 30, 2023: Private Total Fair value at January 1, 2023 $ 31,800 $ 31,800 Change in fair value 31,800 31,800 Fair value as of June 30, 2023 $ 63,600 $ 63,600	The table below shows the change in fair value of warrant liabilities as of December 31, 2022: Private Warrants Total Fair value at January 1, 2022 $ — $ — Initial recognition 587,717 587,717 Change in fair value (555,917 ) (555,917 ) Fair value as of December 31, 2022 $ 31,800 $ 31,800
Schedule of Inputs Into The Black-Scholes Model	The key inputs into the Black -Scholes June 30, April 4, Exercise Price $ 11.50 $ 11.50 Underlying share price $ 10.46 $ 8.08 Expected Volatility 6.36 % 25.62 % Warrant life (years) 5.0 5.0 Risk-free rate 4.13 % 2.42 %	The key inputs into the Black -Scholes December 31, 2022 April 4, Exercise Price $ 11.50 $ 11.50 Underlying share price $ 10.06 $ 8.08 Expected Volatility 2.97 % 25.62 % Warrant life (years) 5.0 5.0 Risk-free rate 3.99 % 2.42 %
Schedule of Fair Value of The Convertible Promissory Note	The binomial tree model was used for the underlying warrants based on the following key assumptions which were unchanged as of March 31, 2023. March 30, March 22, Strike Price $ 10.00 $ 10.00 Spot Price $ 10.28 $ 10.26 Time to maturity 0.68 0.70 Business combination success rate 9 % 9 % Expected Volatility 5.0 % 5.0 % Expected dividend rate 0 % 0 % Risk-free rate 4.8 % 4.7 %
Schedule of Changes in The Fair Value of The Level 3 Convertible Promissory Note	The following table presents the changes in the fair value of the Level 3 Convertible Notes: Fair value as of January 1, 2023 $ — Proceeds received through Convertible Note 1 on March 22, 2023 150,000 Proceeds received through Convertible Note 2 on March 30, 2023 360,000 Change in valuation inputs or other assumptions (462,670 ) Fair value as of March 31, 2023 $ 47,330

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31 Deferred tax asset Net operating loss carryforward $ — Startup/Organization Expenses 112,138 Unrealized gain on investments held in trust account (78,955 ) Total deferred tax asset 33,183 Valuation allowance (112,138 ) Deferred tax asset (liability), net of allowance $ (78,955 )
Schedule of Income Tax Provision	The income tax provision consists of the following: For the Federal Current $ 243,070 Deferred (33,183 ) State Current $ — Deferred — Change in valuation allowance 112,138 Income tax provision $ 322,025
Schedule of Statutory Income Tax Rate	A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: For the Income at U.S. statutory rate 21.00 % State taxes, net of federal benefit 0.00 % Change in fair value of warrants (7.51 )% Change in valuation allowance 7.21 % 20.70 %

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			1 Months Ended				6 Months Ended	12 Months Ended
	Apr. 07, 2022	Apr. 04, 2022	Jun. 29, 2023	Jun. 28, 2023	Mar. 30, 2023	Mar. 22, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)	$ 10	$ 10					$ 10.1	$ 10.1
Total gross proceeds	$ 525,000	$ 4,775,000
Additional public units (in Shares)							1,500,000	1,500,000
Purchased public units (in Shares)	1,500,000
Transaction costs								$ 8,365,339
Underwriting fees							$ 2,875,000	2,875,000
Deferred underwriting fees							4,312,500	4,312,500
Other offering costs							$ 1,177,839	$ 1,177,839
Total amount	$ 116,150,000
Aggregate of shares (in Shares)							6,103,350
Redemption value							$ 63,169,451
Redemption Per Share (in Dollars per share)							$ 10.35
Trust account amount			$ 360,000
Initial three-month extension							$ 360,000
One-month extension							$ 120,000
Public per share (in Dollars per share)							$ 10.1	$ 10.1
Redeem shares percentage							100%	100%
Common stock, par value (in Dollars per share)							$ 0.0001	$ 0.0001	$ 0.0001
Common stock value							$ 60,000,000
Contingent consideration shares, description							(i) 2,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following the closing of the Merger; (ii) 2,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $15.00 for 10 trading days within a 20-day trading period in the first three years following the closing of the Merger; and (iii) 1,000,000 Contingent Consideration Shares upon the Company achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the closing of the Merger
Common stock shares (in Shares)							2,875,000
Founder shares (in Shares)							1,375,000
Deferred shares description							(i) 458,333 Deferred Shares upon the Company achieving a closing price equal to or exceeding $12.50 for 10 trading days within a 20-day trading period in the first three years following the closing of the Merger; (ii) 458,333 Deferred Shares upon the Company achieving a closing price equal to or exceeding $15.00 for 10 trading days within a 20-day trading period in the first three years following the closing of the Merger; and (iii) 458,333 Deferred Shares upon the Company achieving a closing price equal to or exceeding $20.00 for 10 trading days within a 20-day trading period in the first five years following the closing of the Merger.
Cash							$ 123,722	$ 340,962
Working capital							$ 646,300	$ 299,788
Sponsor loan				$ 360,000	$ 360,000	$ 150,000
Excise tax liability				$ 631,696
Gross proceeds	15,000,000	100,000,000
Description of business combination percentage								Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the trust account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Initial public offering		10,000,000
Total gross proceeds		$ 100,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Total gross proceeds	$ 15,000,000
Subsequent Event [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sponsor loan					$ 360,000	$ 150,000
US Government Securities [Member]
Description of Organization and Business Operations (Details) [Line Items]
Maturity Days	185 days
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Public per share (in Dollars per share)							$ 10.1	$ 10.1
Business combination, description							In addition, if the Company anticipates that it may not be able to consummate a Business Combination by such date, the Sponsor or its affiliates may extend the period of time to consummate a Business Combination five times by an additional one month each time to December 4, 2023 (for a total of 20 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees, within two business days prior to the applicable deadline, must deposit into the Trust Account $120,000 for each subsequent one-month extension.	In addition, if the Company anticipates that it may not be able to consummate a Business Combination by such date, the Sponsor or its affiliates may extend the period of time to consummate a Business Combination five times by an additional one month each time (for a total of 20 months to complete a Business Combination) (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees, within two business days prior to the applicable deadline, must deposit into the Trust Account $120,000 for each subsequent one-month extension.
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale units (in Shares)	52,500	377,500
Transaction costs							$ 8,365,339
Trust account amount			$ 360,000
Public per share (in Dollars per share)							$ 10.1	$ 10.1
Chardan Capital Markets LLC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)	$ 10	$ 10
Sale units (in Shares)		100,000
Founder Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Common stock shares (in Shares)							530,000

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies (Details) [Line Items]
Cash			$ 123,722		$ 340,962	$ 4,952
Offering costs	$ 8,365,339		$ 8,365,339		$ 8,365,339
Effective tax rate	30.76%	0%	852.52%	0%
Statutory tax rate			21%	3%	21%
Business Combination [Member]
Significant Accounting Policies (Details) [Line Items]
Common stock, description			Since each unit consists of one share of common stock, one share of right convertible into one-tenth (1/10) of one share of common stock upon the consummation of a Business Combination, the original conversion option offers at least 10% more shares of common stock (including underlying shares from the rights conversion) than the amended conversion option.

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Net Income (Loss) Per Share - USD ($)	3 Months Ended				6 Months Ended				10 Months Ended	12 Months Ended
	Jun. 30, 2023		Jun. 30, 2022		Jun. 30, 2023		Jun. 30, 2022		Dec. 31, 2021	Dec. 31, 2022
Schedule of Net Income Loss Per Share [Abstract]
Net income (loss)	$ (153,546)		$ (208,826)		$ 967,065		$ (213,836)		$ (3,559)	$ 1,233,352
Accretion of common stock to redemption value	(1,014,375)	[1]	(26,712,471)	[1]	(2,336,570)	[1]	(26,712,471)	[1]		(29,388,057)
Net loss including accretion of common stock to redemption value	$ (1,167,921)		$ (26,921,297)		$ (1,369,505)		$ (26,926,307)		$ 3,559	$ 28,154,705
[1]Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account.

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock - USD ($)	3 Months Ended				6 Months Ended				10 Months Ended	12 Months Ended
	Jun. 30, 2023		Jun. 30, 2022		Jun. 30, 2023		Jun. 30, 2022		Dec. 31, 2021	Dec. 31, 2022
Redeemable Shares [Member]
Numerator:
Allocation of net income (loss) including accretion of common stock	$ (716,100)		$ (20,614,715)		$ (973,281)		$ (17,293,091)			$ (20,407,722)
Accretion of common stock to redemption value	1,014,375	[1]	26,712,471	[1]	2,336,570	[1]	26,712,471	[1]		29,388,057
Allocation of net income (loss)	$ 298,275		$ 6,097,756		$ 1,363,289		$ 9,419,380			$ 8,980,335
Denominator:
Basic weighted average shares outstanding (in Shares)	5,396,650		11,066,667		8,364,025		5,533,333			8,526,027
Basic net income (loss) per share (in Dollars per share)	$ 0.06		$ 0.55		$ 0.16		$ 1.7			$ 1.05
Non-redeemable Shares [Member]
Numerator:
Allocation of net income (loss) including accretion of common stock	$ (451,821)		$ (6,306,582)		$ (396,224)		$ (9,633,216)		$ (3,559)	$ (7,746,983)
Accretion of common stock to redemption value		[1]		[1]		[1]		[1]
Allocation of net income (loss)	$ (451,821)		$ (6,306,582)		$ (396,224)		$ (9,633,216)		$ (3,559)	$ (7,746,983)
Denominator:
Basic weighted average shares outstanding (in Shares)	3,405,000		3,385,583		3,405,000		3,082,375			3,236,568
Basic net income (loss) per share (in Dollars per share)	$ (0.13)		$ (1.86)		$ (0.12)		$ (3.13)			$ (2.39)
[1]Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account.

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended		10 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Redeemable Shares [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	5,396,650	11,066,667	8,364,025	5,533,333		8,526,027
Diluted net income (loss) per share	$ 0.06	$ 0.55	$ 0.16	$ 1.70		$ 1.03
Non-redeemable Shares [Member]
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	3,405,000	3,385,583	3,405,000	1,920,655		3,236,568
Diluted net income (loss) per share	$ (0.13)	$ (1.86)	$ (0.12)	$ (3.13)		$ (2.43)

Cash and Investment Held in T_3

Cash and Investment Held in Trust Account (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Cash and Investment Held in Trust Account [Abstract]
Investment securities	$ 56,950,088	$ 117,806,478

Cash and Investment Held in T_4

Cash and Investment Held in Trust Account (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets
Marketable securities held in Trust Account	$ 56,950,088	$ 117,806,478
Quoted Prices in Active Markets (Level 1) [Member]
Assets
Marketable securities held in Trust Account	56,950,088	117,806,478
Significant Other Observable Inputs (Level 2) [Member]
Assets
Marketable securities held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member]
Assets
Marketable securities held in Trust Account

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)			6 Months Ended	12 Months Ended
	Apr. 07, 2022	Apr. 04, 2022	Jun. 30, 2023	Dec. 31, 2022
Initial Public Offering (Details) [Line Items]
Sale of shares			11,500,000	11,500,000
Purchase additional public units			$ 1,500,000	$ 1,500,000
Expire term			5 years	5 years
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of shares		10,000,000
Public units per share		$ 10
Gross proceeds		$ 100,000,000
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Public units per share	$ 10
Gross proceeds	$ 15,000,000
Purchased public units	1,500,000
Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per share			$ 11.5	$ 11.5

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of Common Stock Reflected on the Balance Sheet - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of common stock reflected on the balance sheet [Abstract]
Gross proceeds		$ 115,000,000
Less:
Proceeds allocated to Public Warrants		(10,695,000)
Proceeds allocated to Public Rights		(9,430,000)
Offering costs of Public Shares		(6,901,405)
Plus:
Accretion of carrying value to redemption value	$ 2,336,570	29,388,057
Redeemed common stock payable to public stockholders	(63,169,451)
Class A Common stock subject to possible redemption	$ 56,528,771	$ 117,361,652

Private Placement (Details)

Private Placement (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Private Placement (Details) [Line Items]
Aggregate private units	477,500	477,500
Price per private unit	$ 10	$ 10
Aggregate purchase price	$ 4,775,000	$ 4,775,000
Additional aggregate private units	52,500	52,500
Total proceeds	$ 525,000	$ 525,000
Sponsor [Member]
Private Placement (Details) [Line Items]
Price per private unit	$ 10	$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)					1 Months Ended			6 Months Ended		10 Months Ended	12 Months Ended
	Apr. 08, 2022	Apr. 07, 2022	Feb. 28, 2022	Jan. 04, 2022	Jun. 28, 2023	Mar. 30, 2023	Mar. 22, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	May 15, 2023
Related Party Transactions (Details) [Line Items]
Common stock, shares issued (in Shares)								5,396,650		11,500,000	11,500,000	11,500,000
Principal amount						$ 360,000	$ 150,000
Convertible promissory notes								$ 870,000
Incurred Cost								60,000	$ 30,000	$ 0	90,000
Accrued expenses								$ 150,000			90,000	$ 0
Accrued expense											$ 90,000
Initial stockholders, description											The Initial Stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50% of the Insider Shares, the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Insider Shares [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares issued (in Shares)				2,875,000
Aggregated consideration				$ 25,000
Price per share (in Dollars per share)				$ 0.009
Insider shares issued and outstanding (in Shares)								2,875,000
Issued and outstanding (in Shares)											2,875,000
Subsequent Event [Member]
Related Party Transactions (Details) [Line Items]
Principal amount						360,000	150,000
Sponsor provided loan						$ 360,000	$ 150,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Aggregate amount			$ 200,000	$ 200,000
Outstanding amount	$ 200,000	$ 200,000
Office space, utilities, secretarial and administrative support											$ 10,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Aggregate amount			$ 200,000	$ 200,000
Outstanding amount	$ 200,000	$ 200,000
Unsecured notes payable					$ 360,000
Office space, utilities, secretarial and administrative support								$ 10,000
Related Party Loans [Member]
Related Party Transactions (Details) [Line Items]
Converted upon consummation								$ 500,000
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Business combination consummation rate								50%
Price per unit (in Dollars per share)					$ 10	$ 10		$ 12.5					$ 10
Business Combination [Member] | Insider Shares [Member]
Related Party Transactions (Details) [Line Items]
Business combination consummation rate								50%
Business Combination [Member] | Related Party Loans [Member]
Related Party Transactions (Details) [Line Items]
Price per unit (in Dollars per share)								$ 10
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Price per unit (in Dollars per share)											$ 10
Converted upon consummation											$ 500,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies (Details) [Line Items]
Prospectus to purchase (in Shares)	1,500,000	1,500,000
Cash underwriting discount	2.50%	2.50%
Gross Proceeds	$ 2,875,000	$ 2,875,000
Deferred fee	3.75%	3.75%
Purchase option	$ 100	$ 100
Purchase units (in Shares)	345,000	345,000
Exercisable price per share (in Dollars per share)	$ 11.5	$ 11.5
Aggregate exercise price	$ 3,967,500	$ 3,967,500
Expires year	5 years	5 years
Cash payment	$ 100	$ 100
Right of first refusal, description	The Company has granted Chardan a right of first refusal, for a period of 18 months after the date of the consummation of a Business Combination, to act as a book-running manager or placement agent, with at least 30% of the economics, for any and all future public and private equity, equity linked and debt offerings of the Company or any of its successors or subsidiaries.	The Company has granted Chardan a right of first refusal, for a period of 18 months after the date of the consummation of a Business Combination, to act as a book-running manager or placement agent, with at least 30% of the economics, for any and all future public and private equity, equity linked and debt offerings of the Company or any of its successors or subsidiaries.
Fair value		$ 715,303
Offering costs	$ 8,365,339	8,365,339
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Gross proceeds	$ 4,312,500	4,312,500
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Offering costs		$ 8,365,339

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Stockholders’ Equity (Details) [Line Items]
Common stock shares authorized (in Shares)	50,000,000	50,000,000	50,000,000
Common stock par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock outstanding (in Shares)	3,405,000	3,405,000	0
Common stock issued (in Shares)	3,405,000	3,405,000	0
Common stock subject to possible redemption (in Shares)	5,396,650	11,500,000
Expire term	5 years	5 years
Market price percentage	115%	115%
Redemption price per share	$ 16.5	$ 16.5
Market value percentage	165%	165%
Price per warrant	$ 0.01	$ 0.01
Common stock per share	16.5	$ 16.5
Total equity proceeds percentage		60%
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Price per share	11.5	$ 11.5
Business Combination [Member]
Stockholders’ Equity (Details) [Line Items]
Price per share	$ 9.5
Total equity proceeds percentage	60%
Market price per share	$ 9.5
Warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Price per share		11.5
Business Combination [Member]
Stockholders’ Equity (Details) [Line Items]
Price per share		9.5
Market price per share		$ 9.5

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)			3 Months Ended	6 Months Ended
	Mar. 30, 2023	Mar. 22, 2023	Mar. 31, 2023	Jun. 30, 2023	Apr. 04, 2022
Fair Value Measurements (Details) [Line Items]
Private warrants					$ 587,717
Minimum [Member]
Fair Value Measurements (Details) [Line Items]
Amount of converted values		$ 13,910	$ 13,930	$ 150,000
Maximum [Member]
Fair Value Measurements (Details) [Line Items]
Amount of converted values	$ 33,400		$ 33,400	$ 360,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Liabilities That Are Measured at Fair Value - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Liabilities:
Warrant liability	$ 63,600	$ 31,800
Quoted Prices in Active Markets (Level 1)
Liabilities:
Warrant liability
Significant Other Observable Inputs (Level 2)
Liabilities:
Warrant liability
Significant Other Unobservable Inputs (Level 3)
Liabilities:
Warrant liability	$ 63,600	$ 31,800

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Change in Fair Value of Warrant Liabilities - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements (Details) - Schedule of Change in Fair Value of Warrant Liabilities [Line Items]
Fair value at January 1, 2023	$ 31,800
Change in fair value	31,800	$ (555,917)
Fair value as of June 30, 2023	63,600	31,800
Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of Change in Fair Value of Warrant Liabilities [Line Items]
Fair value at January 1, 2023	31,800
Change in fair value	31,800	(555,917)
Fair value as of June 30, 2023	$ 63,600	$ 31,800

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Inputs into the Black-Scholes Model - $ / shares		12 Months Ended
	Apr. 04, 2022	Jun. 30, 2023	Dec. 31, 2022	Apr. 04, 2022
Schedule of Inputs Into The Black Scholes Model [Abstract]
Exercise Price	$ 11.5	$ 11.5	$ 11.5	$ 11.5
Underlying share price	$ 8.08	$ 10.46	$ 10.06	$ 8.08
Expected Volatility	25.62%	6.36%	2.97%	25.62%
Warrant life (years)	5 years	5 years	5 years	5 years
Risk-free rate	2.42%	4.13%	3.99%	2.42%

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of Fair Value of the Convertible Promissory Note - Convertible Debt Securities [Member] - $ / shares	12 Months Ended
	Mar. 31, 2023	Mar. 22, 2023
Fair Value Measurements (Details) - Schedule of Fair Value of the Convertible Promissory Note [Line Items]
Strike Price (in Dollars per share)	$ 10	$ 10
Spot Price (in Dollars per share)	$ 10.28	$ 10.26
Time to maturity	8 months 4 days	8 months 12 days
Business combination success rate	9%	9%
Expected Volatility	5%	5%
Expected dividend rate	0%	0%
Risk-free rate	4.80%	4.70%

Fair Value Measurements (Deta_6

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Note - Level 3 [Member]	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Level 3 Convertible Promissory Note [Line Items]
Fair value as of January 1, 2023
Proceeds received through Convertible Note 1 on March 22, 2023	150,000
Proceeds received through Convertible Note 2 on March 30, 2023	360,000
Change in valuation inputs or other assumptions	(462,670)
Fair value as of March 31, 2023	$ 47,330

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	1 Months Ended
	Mar. 31, 2023	Mar. 30, 2023	Mar. 22, 2023
Subsequent Events (Details) [Line Items]
Principal amount		$ 360,000	$ 150,000
Price per share (in Dollars per share)		$ 10	$ 10
Aggregate shares (in Shares)	6,103,350
Trust account	$ 360,000
Subsequent one-month extension	$ 120,000

Significant Accounting Polici_7

Significant Accounting Policies (Details) - Schedule of net income (loss) per share - USD ($)	3 Months Ended				6 Months Ended				10 Months Ended	12 Months Ended
	Jun. 30, 2023		Jun. 30, 2022		Jun. 30, 2023		Jun. 30, 2022		Dec. 31, 2021	Dec. 31, 2022
Schedule of Net Income Loss Per Share [Abstract]
Net Income	$ (153,546)		$ (208,826)		$ 967,065		$ (213,836)		$ (3,559)	$ 1,233,352
Accretion of common stock to redemption value	(1,014,375)	[1]	(26,712,471)	[1]	(2,336,570)	[1]	(26,712,471)	[1]		(29,388,057)
Net loss including accretion of common stock to redemption value	$ 1,167,921		$ 26,921,297		$ 1,369,505		$ 26,926,307		$ (3,559)	$ (28,154,705)
[1]Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account.

Significant Accounting Polici_8

Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock - USD ($)	3 Months Ended				6 Months Ended				10 Months Ended	12 Months Ended
	Jun. 30, 2023		Jun. 30, 2022		Jun. 30, 2023		Jun. 30, 2022		Dec. 31, 2021	Dec. 31, 2022
Redeemable Shares [Member]
Numerator:
Allocation of net loss	$ (716,100)		$ (20,614,715)		$ (973,281)		$ (17,293,091)			$ (20,407,722)
Accretion of ordinary shares subject to possible redemption to redemption value	1,014,375	[1]	26,712,471	[1]	2,336,570	[1]	26,712,471	[1]		29,388,057
Allocation of net income (loss)	$ 298,275		$ 6,097,756		$ 1,363,289		$ 9,419,380			$ 8,980,335
Denominator:
Basic weighted average shares outstanding (in Shares)	5,396,650		11,066,667		8,364,025		5,533,333			8,526,027
Basic net income (loss) per common stock (in Dollars per share)	$ 0.06		$ 0.55		$ 0.16		$ 1.7			$ 1.05
Non-redeemable Shares [Member]
Numerator:
Allocation of net loss	$ (451,821)		$ (6,306,582)		$ (396,224)		$ (9,633,216)		$ (3,559)	$ (7,746,983)
Accretion of ordinary shares subject to possible redemption to redemption value		[1]		[1]		[1]		[1]
Allocation of net income (loss)	$ (451,821)		$ (6,306,582)		$ (396,224)		$ (9,633,216)		$ (3,559)	$ (7,746,983)
Denominator:
Basic weighted average shares outstanding (in Shares)	3,405,000		3,385,583		3,405,000		3,082,375			3,236,568
Basic net income (loss) per common stock (in Dollars per share)	$ (0.13)		$ (1.86)		$ (0.12)		$ (3.13)			$ (2.39)
[1]Accretion amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise and income taxes paid out of the Trust Account.

Significant Accounting Polici_9

Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended		10 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Redeemable Shares [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	5,396,650	11,066,667	8,364,025	5,533,333		8,526,027
Diluted net income (loss) per common stock	$ 0.06	$ 0.55	$ 0.16	$ 1.70		$ 1.03
Non-redeemable Shares [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	3,405,000	3,385,583	3,405,000	1,920,655		3,236,568
Diluted net income (loss) per common stock	$ (0.13)	$ (1.86)	$ (0.12)	$ (3.13)		$ (2.43)

Cash and Investment Held in T_5

Cash and Investment Held in Trust Account (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets
Marketable securities held in trust account	$ 56,950,088	$ 117,806,478
Quoted Prices In Active Markets (Level 1) [Member]
Assets
Marketable securities held in trust account	56,950,088	117,806,478
Significant Other Observable Inputs (Level 2) [Member]
Assets
Marketable securities held in trust account
Significant Other Unobservable Inputs (Level 3) [Member]
Assets
Marketable securities held in trust account

Initial Public Offering (Deta_3

Initial Public Offering (Details) - Schedule of common stock reflected on the balance sheet - Previously Reported [Member]	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule of Common Stock Reflected on the Balance Sheet [Abstract]
Gross proceeds	$ 115,000,000
Less:
Proceeds allocated to Public Warrants	(10,695,000)
Proceeds allocated to Public Rights	(9,430,000)
Offering costs of Public Shares	(6,901,405)
Plus:
Accretion of carrying value to redemption value	29,388,057
Class A Common stock subject to possible redemption	$ 117,361,652

Fair Value Measurements (Deta_7

Fair Value Measurements (Details) - Schedule of Liabilities that are Measured at Fair Value - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Warrant liability	$ 31,800
Quoted Prices in Active Markets (Level 1) [Member]
Liabilities:
Warrant liability
Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Warrant liability
Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Warrant liability	$ 31,800

Fair Value Measurements (Deta_8

Fair Value Measurements (Details) - Schedule of Change in Fair Value of Warrant Liabilities - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements (Details) - Schedule of Change in Fair Value of Warrant Liabilities [Line Items]
Fair value at Beginning	$ 31,800
Initial recognition		587,717
Change in fair value	31,800	(555,917)
Fair value at ending balance		31,800
Private Warrants [Member]
Fair Value Measurements (Details) - Schedule of Change in Fair Value of Warrant Liabilities [Line Items]
Fair value at Beginning	31,800
Initial recognition		587,717
Change in fair value	$ 31,800	(555,917)
Fair value at ending balance		$ 31,800

Fair Value Measurements (Deta_9

Fair Value Measurements (Details) - Schedule of Inputs into the Black-Scholes model - $ / shares		12 Months Ended
	Apr. 04, 2022	Jun. 30, 2023	Dec. 31, 2022	Apr. 04, 2022
Schedule of Inputs into the Black Scholes Model [Abstract]
Exercise Price	$ 11.5	$ 11.5	$ 11.5	$ 11.5
Underlying share price	$ 8.08	$ 10.46	$ 10.06	$ 8.08
Expected Volatility	25.62%	6.36%	2.97%	25.62%
Warrant life (years)	5 years	5 years	5 years	5 years
Risk-free rate	2.42%	4.13%	3.99%	2.42%

Income Taxes (Details)

Income Taxes (Details) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Valuation allowance		$ 112,138
U.S. federal and state income taxes	$ 0	322,025
Deferred tax liability		$ 78,955

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of net deferred tax assets	Dec. 31, 2022 USD ($)
Schedule of Net Deferred Tax Assets [Abstract]
Net operating loss carryforward
Startup/Organization Expenses	112,138
Unrealized gain on investments held in trust account	(78,955)
Total deferred tax asset	33,183
Valuation allowance	(112,138)
Deferred tax asset (liability), net of allowance	$ (78,955)

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Income Tax Provision	12 Months Ended
	Dec. 31, 2022 USD ($)
Federal
Current	$ 243,070
Deferred	(33,183)
State
Current
Deferred
Change in valuation allowance	112,138
Income tax provision	$ 322,025

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Statutory Income Tax Rate	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Schedule of Statutory Income Tax Rate [Abstract]
Income at U.S. statutory rate	21%	3%	21%
State taxes, net of federal benefit			0%
Change in fair value of warrants			(7.51%)
Change in valuation allowance			7.21%
Total			20.70%