AtlasClear 10-K31 Mar 232022 FY Annual reportFinancial data

Company Profile

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	Quantum FinTech Acquisition Corp
Trading Symbol	QFTA
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		10,488,624
Entity Public Float			$ 197,828,750
Amendment Flag	false
Entity Central Index Key	0001830795
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40009
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3286402
Entity Address, Address Line One	4221 W. Boy Scout Blvd
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33607
City Area Code	(813)
Local Phone Number	257-9366
Title of 12(b) Security	Common stock, $0.0001 par value per share
Security Exchange Name	NYSE
Entity Interactive Data Current	Yes
Auditor Firm ID	688
Auditor Name	Marcum llp
Auditor Location	New York, NY

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 129,560	$ 63,179
Prepaid expenses	33,652	339,450
Total Current Assets	163,212	402,629
Marketable securities held in Trust Account	204,044,469	201,308,628
TOTAL ASSETS	204,207,681	201,711,257
Current liabilities
Accounts payable and accrued expenses	4,276,705	2,642,531
Income taxes payable	536,853
PIPE derivative liability		4,566,000
Advance from related parties	319,166
Promissory note – related party	480,000
Total Current Liabilities	5,612,724	7,208,531
Warrant liability	184,594	7,137,930
Total Liabilities	5,797,318	14,346,461
Commitments and Contingencies (Note 6)
Common stock subject to possible redemption; 20,125,000 shares at redemption value of $10.11 and $10.00, respectively, per share at December 31, 2022 and 2021	203,420,202	201,250,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 5,031,250 shares issued and outstanding (excluding 20,125,000 shares subject to possible redemption) at December 31, 2022 and 2021	503	503
Additional paid-in capital
Accumulated deficit	(5,010,342)	(13,885,707)
Total Stockholders’ Deficit	(5,009,839)	(13,885,204)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	$ 204,207,681	$ 201,711,257

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Subject to possible redemption shares	20,125,000	20,125,000
Common stock subject to possible redemption value (in Dollars per share)	$ 10.11	$ 10
Common stock subject to possible redemption per share (in Dollars per share)	10.11	10
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	5,031,250	5,031,250
Common stock, shares outstanding	5,031,250	5,031,250

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating and formation costs	$ 3,024,231	$ 3,404,429
Loss from operations	(3,024,231)	(3,404,429)
Other income (expense):
Change in fair value of warrant liability	6,953,336	(3,322,992)
Change in fair value of PIPE derivative liability	4,566,000	966,000
Interest earned on marketable securities held in Trust Account	3,087,315	56,233
Unrealized gain on marketable securities held in Trust Account		2,395
Other income (expense), net	14,606,651	(2,298,364)
Income (loss) before provision for income taxes	11,582,420	(5,702,793)
Provision for income taxes	(536,853)
Net income (loss)	$ 11,045,567	$ (5,702,793)
Redeemable common stock
Other income (expense):
Basic weighted average shares outstanding (in Shares)	20,125,000	17,897,945
Basic net income (loss) per share (in Dollars per share)	$ 0.44	$ (0.25)
Non-redeemable common stock
Other income (expense):
Basic weighted average shares outstanding (in Shares)	5,031,250	4,959,332
Basic net income (loss) per share (in Dollars per share)	$ 0.44	$ (0.25)

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Redeemable common stock
Diluted weighted average shares outstanding	20,125,000	17,897,945
Diluted net income (loss) per share	$ 0.44	$ (0.25)
Non-redeemable common stock
Diluted weighted average shares outstanding	5,031,250	4,959,332
Diluted net income (loss) per share	$ 0.44	$ (0.25)

Consolidated Statements Of Chan

Consolidated Statements Of Changes In Stockholders’ Equity (Deficit) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 503	$ 24,497	$ (5,420)	$ 19,580
Balance (in Shares) at Dec. 31, 2020	5,031,250
Accretion of Common Stock subject to Redemption		(8,500,809)	(2,645,494)	(11,146,303)
Fair value of Public Warrants at issuance		6,138,125		6,138,125
Cash paid in excess of fair value for Private Warrants		2,338,187		2,338,187
Fair value of PIPE derivative liability at issuance			(5,532,000)	(5,532,000)
Net income (loss)			(5,702,793)	(5,702,793)
Balance at Dec. 31, 2021	$ 503		(13,885,707)	(13,885,204)
Balance (in Shares) at Dec. 31, 2021	5,031,250
Accretion of Common Stock subject to Redemption			(2,170,202)	(2,170,202)
Accretion of Common Stock subject to Redemption (in Shares)
Net income (loss)			11,045,567	11,045,567
Balance at Dec. 31, 2022	$ 503		$ (5,010,342)	$ (5,009,839)
Balance (in Shares) at Dec. 31, 2022	5,031,250

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 11,045,567	$ (5,702,793)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of warrant liability	(6,953,336)	3,322,992
Change in fair value of PIPE derivative liability	(4,566,000)	(966,000)
Transaction costs incurred in connection with warrant liability		9,348
Unrealized gain on marketable securities held in Trust Account		(2,395)
Interest earned on marketable securities held in Trust Account	(3,087,315)	(56,233)
Changes in operating assets and liabilities:
Prepaid expenses	305,798	(318,617)
Accounts payable and accrued expenses	1,634,174	2,641,591
Income taxes payable	536,853
Net cash used in operating activities	(1,084,259)	(1,072,107)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	351,474
Investment of cash in Trust Account		(201,250,000)
Net cash provided by (used in) investing activities	351,474	(201,250,000)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		196,721,875
Proceeds from promissory note - related party	480,000	23,957
Proceeds from sale of Private Placements Warrants		6,153,125
Repayment of promissory note - related party		(154,057)
Advances from related party	319,166
Payment of offering costs		(381,482)
Net cash provided by financing activities	799,166	202,363,418
Net Change in Cash	66,381	41,311
Cash – Beginning	63,179	21,868
Cash – Ending	129,560	63,179
Supplemental disclosure of non-cash investing and financing activities:
Initial classification of common stock subject to possible redemption		201,250,000
Initial classification of PIPE derivative liability		5,532,000
Initial classification of warrant liability		3,814,938
Accretion of common stock subject to possible redemption	$ 2,170,202	$ 11,146,303

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
Description of Organization and Business Operations	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Quantum FinTech Acquisition Corporation (“Quantum”) was incorporated in Delaware on October 1, 2020. Quantum is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). Quantum has three wholly owned subsidiaries. Calculator New Pubco, Inc, a Delaware corporation, and Calculator Merger Sub I, Inc., a Delaware corporation, were formed on October 13, 2022. Calculator Merger Sub II, LLC (“Merger Sub II”), a Delaware corporation was formed on October 17, 2022. Quantum and its subsidiaries are collectively referred to as “the Company”. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On November 16, 2022, the Company entered into a Business Combination Agreement by and among the Company, Calculator New Pubco, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“New Pubco”), Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”) and Robert McBeyon (see Note 6). On November 4, 2021, the Company entered into a Merger Agreement by and among the Company, TradeStation, and Merger Sub. The Merger Agreement, as amended, and other parties thereto, were described in previous filings. On August 2, 2022, the Company received a notice from TradeStation that purported to terminate the Merger Agreement pursuant to Section 12.01(c) thereof (the “Purported Termination Notice”). Section 12.01(c) provides that the Merger Agreement may be terminated by either party if the merger of the Company with Merger Sub has not occurred on or before August 1, 2022 (the “Termination Date”); provided that such termination right is not available to any party whose breach of any provision of the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the closing of the Business Combination to occur on or before such date. On August 2, 2022, the Company sent a letter to TradeStation stating that TradeStation is not permitted to terminate the Merger Agreement pursuant to Section 12.01(c) because TradeStation’s breaches of, and failure to perform under, the Merger Agreement are the primary cause of the failure of the closing of the Business Combination to occur on or before the Termination Date. On November 15, 2022, the Company sent a notice to TradeStation terminating the Merger Agreement pursuant to Section 12.01(b) thereof. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and 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 income and expenses in the form of investment income from the proceeds derived from the Initial Public Offering and change in fair value of derivative liabilities. The registration statements for the Company’s Initial Public Offering were declared effective on February 4, 2021. On February 9, 2021, the Company consummated the Initial Public Offering of 17,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $175,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,562,500 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Quantum Ventures LLC (“Quantum Ventures”), who purchased 4,450,000 Private Warrants and Chardan Quantum LLC (“Chardan Quantum” and together with Quantum Ventures, the “Co-Sponsors”) who purchased 1,112,500 Private Warrants, generating gross proceeds of $5,562,500, which is described in Note 4. Following the closing of the Initial Public Offering on February 9, 2021, an amount of $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), invested in U.S. government treasury bills, notes or bonds having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On February 12, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 2,625,000 Units issued for an aggregate amount of $26,250,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 590,625 Private Warrants at $1.00 per Private Warrant, generating total proceeds of $590,625. A total of $26,250,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $201,250,000. Transaction costs amounted to $5,017,526, consisting of $4,528,125 of underwriting fees, and $489,401 of other offering costs. Offering costs amounting to $5,008,178 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $9,348 of the offering costs were related to the warrant liability and charged to the operating and formation costs in the consolidated statement of operations for the year ended December 31, 2021. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its 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 $10.00 per Public Share, plus any pro rata income earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement 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. If the Company seeks stockholder approval in connection with a Business Combination, the Co-Sponsors have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, if they do vote, irrespective of whether they vote for or against the proposed Business Combination. At the time of the Initial Public Offering, the Co-Sponsors and the other holders of the Company’s shares prior to the Initial Public Offering (the “initial stockholders”) agreed (A) to vote their Founder Shares and any Public Shares in favor of a Business Combination, (B) not to propose, or vote in favor of, prior to and unrelated to a Business Combination, an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s redemption obligation to redeem all Public Shares if the Company cannot complete a Business Combination within 18 months (August 9, 2022) (or 24 months from the closing of the Initial Public Offering (February 9, 2023) if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination by August 9, 2022) unless the Company provides public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment, (C) not to convert any shares (including the Founder Shares) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company’s Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination, and (D) that the Founder Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. As a result of the Company entering into a Merger Agreement on November 4, 2021, the Company has until February 9, 2023 to complete a Business Combination. On February 6, 2023, as approved by the Company’s stockholders at the special meeting in lieu of annual meeting of stockholders held (the “Special Meeting”), the Company entered into an amendment to the Investment Management Trust Agreement on February 6, 2023 (the “Trust Amendment”) and filed an amendment to our amended and restated certificate of incorporation with the Delaware Secretary of State on February 6, 2023 (the “Charter Amendment”). Pursuant to the Trust Amendment, the amendment extended the initial date on which the Company must commence liquidation of the Trust Account to up to August 9, 2023, or such earlier date as determined by the Company’s board of directors (the “Board”), unless the closing of the Company’s initial business combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into a trust account established for the benefit of the Company’s public stockholders (the “Trust Account”) an amount determined by multiplying $0.055 by the number of public shares then outstanding, up to a maximum of $175,000 for each such one-month extension unless the closing of the Company’s initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. In connection with the Special Meeting, the holders of 14,667,626 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.13 per share, for an aggregate redemption amount of approximately $148.5 million, leaving approximately $55.3 million in the trust account. The Company has until August 9, 2023 to complete a Business Combination (the “Combination Period”). 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes and dissolution expenses up to $100,000, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. At the time of the Initial Public Offering, the initial stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, Quantum Ventures has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the insiders will not be responsible to the extent of any liability for such third-party claims. The Company has sought and will continue to seek to reduce the possibility that the insiders will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern As of December 31, 2022, the Company had $129,560 in its operating bank account ($127,200 of which is required to be used to pay taxes, as described below), $204,044,469 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and a working capital deficit of $5,449,512. As of December 31, 2022, $2,794,469 of the amount on deposit in the Trust Account represented income on marketable securities, which is available to the Company to pay franchise and income taxes. During the year ended December 31, 2022, the Company withdrew $351,474 from the Trust Account that will be used to pay franchise and income taxes. In October 2021, Quantum Ventures committed to provide the Company an aggregate of $2,000,000 in loans in connection with the Working Capital Loans as described in Note 5. The Company may raise additional capital through loans or additional investments from Quantum Ventures or its stockholders, officers, directors, or third parties. The Company’s officers and directors and Quantum Ventures may, but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. The Company has drawn $480,000 on the promissory note, evidencing the Working Capital Loans, as of December 31, 2022 (see Note 5). In February 2022, Quantum Ventures committed to provide the Company an additional $1,000,000 for a total of $3,000,000 in loans in connection with the Working Capital Loans as described in Note 5. Through the date of this filing, the co-Sponsors have advanced an aggregate total of $319,166 to the Company. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” the liquidity and date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability to continue as a going concern through August 9, 2023 (the extended scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date). Management’s plan is to complete a business combination prior to August 9, 2023. The Company entered into a Business Combination Agreement on November 16, 2022 and is in the process of completing this Business Combination. However there are no assurances the Company will complete the Business Combination prior to the mandatory liquidation date and may require an extension vote and potentially require additional funds to be added to the trust. On March 14, 2022, the Company issued an unsecured non-interest bearing promissory note, effective as of January 3, 2022, in the amount of up to $480,000 to Quantum Ventures to evidence the Working Capital Loans. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The date for mandatory liquidation and the liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that the financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 9, 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying 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. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the private warrant liabilities, and fair value of the sale of the Founder Shares. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in income earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to private warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $5,008,178 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $9,348 of the offering costs were related to the warrant liability and charged to the operating and formation costs in the consolidated statement of operations for the year ended December 31, 2021. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 additional paid-in capital 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 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 that do not meet all the criteria for equity classification are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a Binomial lattice model approach (see Note 10). Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including Common stock that features 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. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. 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. The accretion of redeemable Class A common stock during the year ended December 31, 2022 was an increase of $2,170,202, which represents cumulative earnings and withdrawals on the Trust Account through December 31, 2022, net of reimbursable income and franchise tax obligations as of December 31, 2022. The dissolution expense of $100,000 is not included in the redemption value of the common stock subject to redemption since it is only taken into account in the event of the Company’s liquidation. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital, to the extent available, and accumulated deficit. At December 31, 2022 and 2021, the common stock reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants (6,138,125 ) Common stock issuance costs (5,008,178 ) Plus: Accretion of carrying value to redemption value 11,146,303 Common stock subject to possible redemption, December 31, 2021 201,250,000 Plus: Accretion of carrying value to redemption value 2,170,202 Common stock subject to possible redemption, December 31, 2022 $ 203,420,202 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 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. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Income (loss) is allocated between redeemable and non-redeemable shares based on relative amounts of weighted average shares outstanding. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per share as the redemption value approximates fair value. The calculation of diluted net income (loss) per share does not consider the effect of the PIPE derivative liability nor the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The calculation excludes the dilutive impact of these instruments because the issuance of the securities underlying the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,215,625 shares of common stock in the aggregate. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): For the Year Ended December 31, 2022 2021 Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 8,836,454 $ 2,209,113 $ (4,465,461 ) $ (1,237,332 ) Denominator: Basic and diluted weighted average shares outstanding 20,125,000 5,031,250 17,897,945 4,959,332 Basic and diluted net income (loss) per share of common stock $ 0.44 $ 0.44 $ (0.25 ) $ (0.25 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10). Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The PIPE Derivative was terminated in congruence with the termination of the Merger Agreement with TradeStation. The PIPE Derivative met the criteria for derivative liability classification. As such, the PIPE derivative liability was 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 derivative liability were recognized as a non-cash gain or loss on the consolidated statements of operations. The fair value of the derivative liability is discussed in Note 10. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Public Offering

Public Offering	12 Months Ended
Public Offering	Dec. 31, 2022
Public Offering [Abstract]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 20,125,000 Units, inclusive of 2,625,000 Units sold to the underwriters on February 12, 2021 upon the underwriters’ election to fully exercise their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half share of common stock at an exercise price of $11.50 per share (see Note 8).

Private Placement

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2022
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, Quantum Ventures purchased 4,450,000 Private Warrants and Chardan Quantum purchased 1,112,500 Private Warrants, in each case, at a price of $1.00 per Private Warrant, for an aggregate purchase price of $5,562,500, in a private placement. On February 12, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 590,625 Private Warrants to the Co-Sponsors, at a price of $1.00 per Private Warrant, generating gross proceeds of $590,625. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per full share, subject to adjustment (see Note 8). The proceeds from the Private Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 23, 2020, Quantum Ventures purchased 4,312,500 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. In January 2021, Quantum Ventures sold 813,500 Founder Shares to Chardan Quantum and 35,000 Founder Shares to each of the Company’s directors and director nominees, in each case at the original price per share, resulting in Quantum Ventures holding a balance of 3,254,000 Founder Shares. On February 4, 2021, the Company effected a stock dividend of 718,750 shares with respect to its common stock, resulting in the initial stockholders holding an aggregate of 5,031,250 Founder Shares. The Founder Shares included an aggregate of up to 656,250 shares that were subject to forfeiture. As a result of the underwriters’ election to fully exercise their over-allotment option on February 12, 2021, no Founder Shares are currently subject to forfeiture. At the time of the Initial Public Offering, the initial stockholders agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of nine months after the completion 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 any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, nine months after the completion 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. If the Company seeks stockholder approval in connection with a Business Combination, the Co-Sponsors have agreed to vote its their Founder Shares and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. The sale of the Founders Shares to the Company’s directors and director nominees is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 245,000 shares granted to the Company’s directors and director nominees was $1,462,650 or $5.97 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. Administrative Services Agreement The Company agreed, commencing on February 4, 2021, to pay Quantum Ventures a total of $10,000 per month for office space, utilities and secretarial support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred $120,000, in fees for these services. For the year ended December 31, 2021, the Company incurred and paid $110,000 in fees for these services, which are included in the operating and formation costs in the accompanying consolidated statements of operations. As of December 31, 2022 and 2021, included in accounts payable and accrued expenses in the accompanying consolidated balance sheets is $120,000 and $0, respectively, for these services. Promissory Note – Related Party On October 1, 2020, the Company issued an unsecured promissory note to Quantum Ventures (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $200,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) January 31, 2021 and (ii) the completion of the Initial Public Offering. At December 31, 2022 and 2021, there was no balance under this Promissory Note. The outstanding amount of $154,057 was repaid at the closing of the Initial Public Offering on February 9, 2021. Related Party Loans In order to finance transaction costs in connection with a Business Combination, Quantum Ventures or an affiliate of Quantum Ventures, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. In October 2021, Quantum Ventures committed to provide the Company an aggregate of $2,000,000 in loans in connection with the Working Capital Loans. In February 2022, Quantum Ventures committed to provide the Company an additional $1,000,000 for a total of $3,000,000 in loans in connection with the Working Capital Loans. On March 14, 2022, the Company issued an unsecured promissory note, effective as of January 3, 2022, in the amount of up to $480,000 to Quantum Ventures to evidence the Working Capital Loans. The note bears no interest and is payable in full upon the earlier (i) February 9, 2023 and (ii) the effective date of the consummation of our initial business combination. The note is required to be repaid in cash at the Closing and is not convertible into private warrants. As of December 31, 2022, a principal balance of $480,000 has been advanced. Advances from Related Parties As of December 31, 2022 and 2021, the co-Sponsors have advanced $319,166 and $0, respectively to the Company. Through the date of this filing, the co-Sponsors have advanced an additional $1,298,950 for an aggregate of $1,618,116 advanced to the Company.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 4, 2021, the holders of the Founder Shares, as well as the holders of the Private Warrants (and underlying securities) and any warrants issued in payment of Working Capital Loans made to the Company (and underlying securities) will have registration and stockholder rights pursuant to an agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands 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 Warrants (and underlying securities) can elect to exercise these registration rights at any time after the consummation of a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The registration and stockholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On February 12, 2021, the underwriter’s elected to fully exercise the over-allotment option to purchase an additional 2,625,000 Public Units at a price of $10.00 per Public Unit. Business Combination Marketing Agreement The Company engaged the underwriters as advisors in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the underwriters the marketing fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public offering or $7,043,750. Business Combination Agreement On November 16, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Calculator New Pubco, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“New Pubco”), Calculator Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco (“Merger Sub 1”), Calculator Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of New Pubco (“Merger Sub 2”), AtlasClear, Inc., a Wyoming corporation (“AtlasClear”), Atlas FinTech Holdings Corp., a Delaware corporation (“Atlas FinTech”) and Robert McBey. The Business Combination Agreement was unanimously approved by the Company’s Board based upon the unanimous recommendation of a special committee of independent directors. If the Business Combination Agreement is approved by the Company’s stockholders, and the transactions contemplated by the Business Combination Agreement are consummated, (i) Merger Sub 1 will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco and (ii) Merger Sub 2 will merge with and into AtlasClear, with AtlasClear continuing as the surviving corporation and a wholly-owned subsidiary of New Pubco (collectively, the “Business Combination”). Prior to the closing of the Business Combination (the “Closing”), AtlasClear will receive certain assets from Atlas FinTech and Atlas Financial Technologies Corp., will complete the acquisition of broker-dealer Wilson-Davis & Co., Inc. (“WDCO”) and will seek to consummate a transaction with Pacsquare Technologies, LLC (“Pacsquare”). In addition, at Closing, the definitive agreement pursuant to which AtlasClear has agreed to acquire Commercial Bancorp, a Wyoming corporation (“CB”) shall continue to be in full force and effect (the “CB Merger Agreement”). The Company expects the Closing to occur before the closing of the transactions contemplated by the CB Merger Agreement (the “CB Closing”). At the Closing, AtlasClear stockholders will receive merger consideration in shares of New Pubco common stock equal to the quotient of (i) $75.4 million, less the purchase prices for WDCO and CB, divided by (ii) $10. In addition, the AtlasClear stockholders will receive up to 5,944,444 shares of New Pubco common stock (the “Earn Out Shares”). The Earn Out Shares will be issued to AtlasClear stockholders upon certain milestones (based on the achievement of certain price targets of New Pubco common stock following the Closing). In the event such milestones are not met within the first 18 months following the Closing, the Earn Out Shares will be cancelled. Atlas FinTech will also receive up to $20 million of New Pubco common stock (“Software Products Earn Out Shares”), which will be issued to Atlas FinTech upon certain milestones based on the achievement of certain revenue targets of software products contributed to AtlasClear by Atlas FinTech and Atlas Financial Technologies Corp. following the Closing. The revenue targets will be measured yearly for the five years following Closing, with no catch-up between the years. In connection with the Closing, each share of the Company’s common stock (“Company Common Stock”) (other than shares held by Atlas FinTech) that is outstanding and has not been redeemed will be converted into one share of New Pubco common stock. Each outstanding warrant to purchase Company Common Stock (“Company Warrant”) (other than Private Warrants, described below) will become a warrant to purchase one-half of a share of New Pubco common stock. Each outstanding warrant to purchase Company Common Stock initially issued in a private placement in connection with the Company’s initial public offering (“Private Warrant”) will become a warrant to purchase one share of New Pubco common stock. Atlas FinTech, which directly or indirectly holds shares of Company Common Stock and Private Warrants, has agreed to transfer, or cause to transfer, up to 1,279,427 of Company Common Stock and up to 1,657,579 of the Private Warrants held indirectly by it to potential sources of debt, equity or financing if the Company pursues financing between signing and the Closing. Any of such Company Common Stock or Private Warrants remaining following any transfers for potential financing will be forfeited for no consideration. For additional information, see the Current Report on Form 8-K filed on November 17, 2022. Legal Proceedings On December 1, 2022, the Company filed suit against TradeStation Group, Inc., TSG Merger Sub, Inc., and Monex Group, Inc. for monetary damages and expectation damages relating to the breach of merger and support agreements, breach of implied covenant of good faith and fair dealings related to the merger and support agreements and tortious interference. Because the Company has not concluded that an unfavorable outcome is probable or remote, it expresses no opinion on the likelihood of an unfavorable outcome or potential loss.

Stockholders_ Deficit

Stockholders’ Deficit	12 Months Ended
Stockholders’ Deficit	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock - Common stock -

Warrants

Warrants	12 Months Ended
Warrants	Dec. 31, 2022
Warrants [Abstract]
WARRANTS	NOTE 8. WARRANTS As of December 31, 2022 and 2021, there are 10,062,500 Public Warrants outstanding that are classified and accounted for as equity instruments. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination or (b) one year from the closing of the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within 120 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time after the warrants become exercisable; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares or Private Warrants held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and income thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price. As of December 31, 2022 and 2021, there are 6,153,125 Private Warrants to purchase an equal number of common shares that are outstanding that are classified and accounted for as derivative liabilities. Under this accounting treatment, the Company is required to measure the fair value of the Private Warrants at the end of each reporting period as well as re-evaluate the treatment of the Private Warrants and recognize changes in the fair value from the prior period in the Company’s operating results for the current period. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (i) each private warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, the Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Income Tax

Income Tax	12 Months Ended
Income Tax	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 9. INCOME TAX The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows: December 31, December 31, 2022 2021 Deferred tax assets (liability) Net operating loss carryforward $ - $ 32,650 Unrealized gain on marketable securities - (2,743 ) Business combination expenses 427,319 - Start up costs 745,713 567,905 Total deferred tax assets (liability) 1,173,032 597,812 Valuation Allowance (1,173,032 ) (597,812 ) Deferred tax assets (liability), net of allowance $ - $ - The income tax (benefit) provision for the year ended December 31, 2022 and 2021 consists of the following: December 31, December 31, 2021 2020 Federal Current $ 536,853 $ - Deferred (575,221 ) (596,674 ) State and Local Current - - Deferred - - Change in valuation allowance 575,221 596,674 Income tax provision $ 536,853 $ - As of December 31, 2022 and 2021, the Company has a total of $0 and $155,478, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating loss can be carried forward indefinitely. As of December 31, 2022 and 2021, the Company had did not have any 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. For the year ended December 31, 2022, the change in the valuation allowance was $575,221. For the year ended December 31, 2021, the change in the valuation allowance was $596,674. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows, as restated: December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Business combination expenses (0.51 )% 1.80 % Change in fair value of warrant liability (12.61 )% (12.24 )% Change in fair value of PIPE derivative liability (8.28 )% 3.56 % Transaction costs - warrants 0.0 % (0.03 )% Penalties & Interest 0.07 % 0.0 % Valuation allowance 4.97 % (10.48 )% Income tax provision 4.64 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2022 and 2021 remain open and subject to examination.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. At December 31, 2022 and 2021, assets held in the Trust Account were comprised of $204,044,469 and $201,308,628, respectively, in money market funds which are primarily invested in U.S. Treasury securities. During the year ended December 31, 2022, the Company withdrew an amount of $351,474 in income from the Trust Account that will be used to pay franchise and income taxes. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 204,044,469 $ 201,308,628 Liabilities: PIPE derivative liability – Additional Shares 3 $ — $ 4,566,000 Warrant liability – Private Warrants 3 $ 184,594 $ 7,137,930 The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the statements of operations. The Private Placement Warrants were initially and as of the end of each subsequent reporting period, valued using a lattice model, specifically a binomial lattice model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the publicly traded Public Warrants. The key inputs into the binomial lattice model for the Private Warrants were as follows: Input December 31, December 31, Market price of public shares $ 10.05 $ 9.39 Risk-free rate 3.91 % 1.27 % Dividend yield 0.00 % 0.00 % Volatility 2.6 % 9.5 % Probability of a business combination 45 % N/A Exercise price $ 11.50 $ 11.50 Effective expiration date 02/09/28 02/25/27 The PIPE Derivative was accounted for as a liability in accordance with ASC 815-40 and presented within current liabilities on the balance sheet as of December 31, 2021. The PIPE derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of PIPE derivative liability in the consolidated statements of operations. The PIPE Derivative was initially and as of December 31, 2021, valued using a Monte Carlo model which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the PIPE Derivative Liability is the expected volatility of the Company’s common stock. The expected volatility of the Company’s common stock was determined based on the implied volatility of the publicly traded Public Warrants. The PIPE Derivative was terminated in congruence with the Company’s termination of the Merger Agreement with TradeStation, and as a result, the fair value was determined to be $0 as of December 31, 2022. The key inputs into the Monte Carlo model for the PIPE Derivative Liability were as follows: Input December 31, Market price of Public Shares as of measurement date $ 9.89 Risk-free rate 0.33 % Dividend yield 0.00 % Volatility 14.5 % Term (in years) 0.84 The following table presents the changes in the fair value of the PIPE Derivative Liability and the warrant liability: Private PIPE Fair value as of January 1, 2021 $ — $ — Initial measurement on February 9, 2021 3,448,750 — Exercising of underwriters’ over-allotment on February 12, 2021 366,188 — Initial measurement on November 4, 2021 — 5,532,000 Change in valuation inputs or other assumptions 3,322,992 (966,000 ) Fair value as of December 31, 2021 7,137,930 4,566,000 Change in valuation inputs or other assumptions (6,953,336 ) (4,566,000 ) Fair value as of December 31, 2022 $ 184,594 — There were no transfers between levels during the year ended December 31, 2022 and 2021.

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. As of the date of this filing, the co-Sponsors have advanced an additional $1,298,950 for an aggregate of $1,618,116 advanced to the Company. On February 6, 2023, as approved by the Company’s stockholders at the special meeting in lieu of annual meeting of stockholders held (the “Special Meeting”), the Company entered into an amendment to the Investment Management Trust Agreement on February 6, 2023 (the “Trust Amendment”) and filed an amendment to our amended and restated certificate of incorporation with the Delaware Secretary of State on February 6, 2023 (the “Charter Amendment”). Pursuant to the Trust Amendment, the amendment extended the initial date on which the Company must commence liquidation of the Trust Account to up to August 9, 2023, or such earlier date as determined by the Company’s board of directors (the “Board”), unless the closing of the Company’s initial business combination shall have occurred, provided that the Sponsor (or its affiliates or permitted designees) will deposit into a trust account established for the benefit of the Company’s public stockholders (the “Trust Account”) an amount determined by multiplying $0.055 by the number of public shares then outstanding, up to a maximum of $175,000 for each such one-month extension unless the closing of the Company’s initial business combination shall have occurred, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. In connection with the Special Meeting, the holders of 14,667,626 shares of common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.13 per share, for an aggregate redemption amount of approximately $148.5 million, leaving approximately $55.3 million in the trust account.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying 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.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the private warrant liabilities, and fair value of the sale of the Founder Shares. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in income earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs	Offering Costs Offering costs consisted of legal, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to private warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $5,008,178 were charged to stockholders’ equity upon the completion of the Initial Public Offering, and $9,348 of the offering costs were related to the warrant liability and charged to the operating and formation costs in the consolidated statement of operations for the year ended December 31, 2021.
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 additional paid-in capital 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 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 that do not meet all the criteria for equity classification are recognized as a non-cash gain or loss on the statements of operations. The fair value of the private warrants was estimated using a Binomial lattice model approach (see Note 10).
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 480. Common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including Common stock that features 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. Accordingly, all common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. 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. The accretion of redeemable Class A common stock during the year ended December 31, 2022 was an increase of $2,170,202, which represents cumulative earnings and withdrawals on the Trust Account through December 31, 2022, net of reimbursable income and franchise tax obligations as of December 31, 2022. The dissolution expense of $100,000 is not included in the redemption value of the common stock subject to redemption since it is only taken into account in the event of the Company’s liquidation. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital, to the extent available, and accumulated deficit. At December 31, 2022 and 2021, the common stock reflected in the consolidated balance sheets is reconciled in the following table: Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants (6,138,125 ) Common stock issuance costs (5,008,178 ) Plus: Accretion of carrying value to redemption value 11,146,303 Common stock subject to possible redemption, December 31, 2021 201,250,000 Plus: Accretion of carrying value to redemption value 2,170,202 Common stock subject to possible redemption, December 31, 2022 $ 203,420,202
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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 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.
Net Income (Loss) per Common Stock	Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Income (loss) is allocated between redeemable and non-redeemable shares based on relative amounts of weighted average shares outstanding. Accretion associated with the redeemable shares of common stock is excluded from income (loss) per share as the redemption value approximates fair value. The calculation of diluted net income (loss) per share does not consider the effect of the PIPE derivative liability nor the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The calculation excludes the dilutive impact of these instruments because the issuance of the securities underlying the exercise of the warrants are contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,215,625 shares of common stock in the aggregate. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stocks and then share in the earnings of the Company. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts): For the Year Ended December 31, 2022 2021 Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 8,836,454 $ 2,209,113 $ (4,465,461 ) $ (1,237,332 ) Denominator: Basic and diluted weighted average shares outstanding 20,125,000 5,031,250 17,897,945 4,959,332 Basic and diluted net income (loss) per share of common stock $ 0.44 $ 0.44 $ (0.25 ) $ (0.25 )
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10).
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The PIPE Derivative was terminated in congruence with the termination of the Merger Agreement with TradeStation. The PIPE Derivative met the criteria for derivative liability classification. As such, the PIPE derivative liability was 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 derivative liability were recognized as a non-cash gain or loss on the consolidated statements of operations. The fair value of the derivative liability is discussed in Note 10.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of condensed balance sheets	Gross proceeds $ 201,250,000 Less: Proceeds allocated to Public Warrants (6,138,125 ) Common stock issuance costs (5,008,178 ) Plus: Accretion of carrying value to redemption value 11,146,303 Common stock subject to possible redemption, December 31, 2021 201,250,000 Plus: Accretion of carrying value to redemption value 2,170,202 Common stock subject to possible redemption, December 31, 2022 $ 203,420,202
Schedule of basic and diluted net income (loss)per share of common stock	For the Year Ended December 31, 2022 2021 Redeemable Non- Redeemable Non- Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 8,836,454 $ 2,209,113 $ (4,465,461 ) $ (1,237,332 ) Denominator: Basic and diluted weighted average shares outstanding 20,125,000 5,031,250 17,897,945 4,959,332 Basic and diluted net income (loss) per share of common stock $ 0.44 $ 0.44 $ (0.25 ) $ (0.25 )

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
Income Tax (Tables)	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets (liability)	December 31, December 31, 2022 2021 Deferred tax assets (liability) Net operating loss carryforward $ - $ 32,650 Unrealized gain on marketable securities - (2,743 ) Business combination expenses 427,319 - Start up costs 745,713 567,905 Total deferred tax assets (liability) 1,173,032 597,812 Valuation Allowance (1,173,032 ) (597,812 ) Deferred tax assets (liability), net of allowance $ - $ -
Schedule of income tax provision	December 31, December 31, 2021 2020 Federal Current $ 536,853 $ - Deferred (575,221 ) (596,674 ) State and Local Current - - Deferred - - Change in valuation allowance 575,221 596,674 Income tax provision $ 536,853 $ -
Schedule of federal income tax rate to the company’s effective tax rate	December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Business combination expenses (0.51 )% 1.80 % Change in fair value of warrant liability (12.61 )% (12.24 )% Change in fair value of PIPE derivative liability (8.28 )% 3.56 % Transaction costs - warrants 0.0 % (0.03 )% Penalties & Interest 0.07 % 0.0 % Valuation allowance 4.97 % (10.48 )% Income tax provision 4.64 % 0.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
Fair Value Measurements (Tables)	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis	Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 204,044,469 $ 201,308,628 Liabilities: PIPE derivative liability – Additional Shares 3 $ — $ 4,566,000 Warrant liability – Private Warrants 3 $ 184,594 $ 7,137,930
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis	Input December 31, December 31, Market price of public shares $ 10.05 $ 9.39 Risk-free rate 3.91 % 1.27 % Dividend yield 0.00 % 0.00 % Volatility 2.6 % 9.5 % Probability of a business combination 45 % N/A Exercise price $ 11.50 $ 11.50 Effective expiration date 02/09/28 02/25/27
Schedule of monte carlo model for the PIPE derivative liabilities	Input December 31, Market price of Public Shares as of measurement date $ 9.89 Risk-free rate 0.33 % Dividend yield 0.00 % Volatility 14.5 % Term (in years) 0.84
Schedule of changes in the fair value of PIPE derivative liability and the warrant liability	Private PIPE Fair value as of January 1, 2021 $ — $ — Initial measurement on February 9, 2021 3,448,750 — Exercising of underwriters’ over-allotment on February 12, 2021 366,188 — Initial measurement on November 4, 2021 — 5,532,000 Change in valuation inputs or other assumptions 3,322,992 (966,000 ) Fair value as of December 31, 2021 7,137,930 4,566,000 Change in valuation inputs or other assumptions (6,953,336 ) (4,566,000 ) Fair value as of December 31, 2022 $ 184,594 —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)						1 Months Ended	12 Months Ended
	Aug. 09, 2023	Aug. 16, 2022	Jan. 03, 2022	Feb. 12, 2021	Feb. 09, 2021	Feb. 28, 2022	Dec. 31, 2022	Oct. 30, 2021
Description of Organization and Business Operations (Details) [Line Items]
Purchase of private warrants (in Shares)							1,112,500
Maturity days					185 days
Deposited into trust account							$ 26,250,000
Aggregate proceeds held in trust account							201,250,000
Transaction costs							5,017,526
Underwriting fees							4,528,125
Other offering costs							489,401
Offering costs							$ 5,008,178
Assets held in trust account percentage							80%
Price per public share (in Dollars per share)							$ 10
Net tangible assets							$ 5,000,001
Extension amount							$ 175,000
Shares of common stock (in Shares)							14,667,626
Aggregate redemption amount							$ 148,500,000
Approximately trust account							55,300,000
Dissolution expenses	$100,000
Operating bank account							129,560
Tax payable amount							127,200
Marketable securities held in trust account							204,044,469
Working capital deficit							5,449,512
Amount deposit in trust account							2,794,469
Franchise and income taxes							351,474
Aggregate loans								$ 2,000,000
Working capital loans							480,000
Additional working capital loans						$ 1,000,000
Working capital loans			$ 480,000			$ 3,000,000
Co-sponsors aggregate amount							$ 319,166
U.S. federal excise tax		1%
Fair market value percentage		1%
Private Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)				$ 1			$ 1
Gross Proceeds							$ 5,562,500
Number of additional units (in Shares)				590,625
Total proceeds				$ 590,625
Common Stock [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share units (in Shares)							20,000,000
Price per share (in Dollars per share)							$ 10.13
Price per public share (in Dollars per share)							$ 10
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share units (in Shares)					17,500,000
Price per share (in Dollars per share)	$ 10				$ 10
Gross Proceeds					$ 175,000,000
Sale of warrants (in Shares)							5,562,500
Offering costs							$ 9,348
Price per public share (in Dollars per share)	$ 10
Initial Public Offering [Member] \| Private Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)					$ 10
Private Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Net proceeds					$ 175,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of additional units (in Shares)				2,625,000
Aggregate amount				$ 26,250,000
Public Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per public share (in Dollars per share)							$ 0.055
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of outstanding voting securities							50%
Chardan Quantum LLC [Member]
Description of Organization and Business Operations (Details) [Line Items]
Purchase of private warrants (in Shares)							4,450,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2022 USD ($) shares
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 9,348
Increased cumulative earnings	2,170,202
Dissolution expense	$ 100,000
Aggregate purchase shares (in Shares) \| shares	16,215,625
Federal deposit insurance coverage	$ 250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs	$ 5,008,178

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of condensed balance sheets - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Condensed Balance Sheets [Abstract]
Gross proceeds		$ 201,250,000
Less:
Proceeds allocated to Public Warrants		(6,138,125)
Common stock issuance costs		(5,008,178)
Plus:
Accretion of carrying value to redemption value	$ 2,170,202	11,146,303
Common stock subject to possible redemption	$ 203,420,202	$ 201,250,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss)per share of common stock - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Redeemable [Member]
Numerator:
Allocation of net income (loss)	$ 8,836,454	$ (4,465,461)
Denominator:
Basic weighted average shares outstanding	20,125,000	17,897,945
Basic net income (loss) per share of common stock	$ 0.44	$ (0.25)
Non-redeemable [Member]
Numerator:
Allocation of net income (loss)	$ 2,209,113	$ (1,237,332)
Denominator:
Basic weighted average shares outstanding	5,031,250	4,959,332
Basic net income (loss) per share of common stock	$ 0.44	$ (0.25)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss)per share of common stock (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss)per share of common stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	20,125,000	17,897,945
Diluted net income (loss) per share of common stock	$ 0.44	$ (0.25)
Non-redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss)per share of common stock (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	5,031,250	4,959,332
Diluted net income (loss) per share of common stock	$ 0.44	$ (0.25)

Public Offering (Details)

Public Offering (Details) - $ / shares	12 Months Ended
Public Offering (Details) - $ / shares	Dec. 31, 2022	Feb. 12, 2021
Public Offering (Details) [Line Items]
Public warrant, description	Each Unit consists of one share of common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half share of common stock at an exercise price of $11.50 per share (see Note 8).
Initial Public Offering [Member]
Public Offering (Details) [Line Items]
Sale of stock units		20,125,000
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Units sold to underwriters		2,625,000
Purchase price per unit (in Dollars per share)		$ 10

Private Placement (Details)

Private Placement (Details) - USD ($)		12 Months Ended
Private Placement (Details) - USD ($)	Feb. 12, 2021	Dec. 31, 2022
Private Placement (Details) [Line Items]
Gross proceeds (in Dollars)	$ 590,625
Private warrant, description		Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per full share, subject to adjustment (see Note 8).
Private Warrants [Member]
Private Placement (Details) [Line Items]
Share price (in Dollars per share)		$ 1
Aggregate purchase price (in Dollars)		$ 5,562,500
Sale of additional warrants	590,625
Price per warrants (in Dollars per share)	$ 1
Quantum Ventures [Member] \| Private Warrants [Member]
Private Placement (Details) [Line Items]
Number of warrants purchase		4,450,000
Chardan Quantum [Member] \| Private Warrants [Member]
Private Placement (Details) [Line Items]
Number of warrants purchase		1,112,500

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			1 Months Ended			12 Months Ended
Related Party Transactions (Details) - USD ($)	Feb. 09, 2021	Feb. 04, 2021	Feb. 28, 2022	Jan. 31, 2021	Oct. 23, 2020	Dec. 31, 2022	Dec. 31, 2021	Aug. 09, 2023	Jan. 03, 2022	Oct. 31, 2021	Oct. 01, 2020
Related Party Transactions (Details) [Line Items]
Common stock dividend (in Shares)		718,750
Initial shareholders transfer shares description						At the time of the Initial Public Offering, the initial stockholders agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until (1) with respect to 50% of the Founder Shares, the earlier of nine months after the completion 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 any 30-trading day period commencing after a Business Combination and (2) with respect to the remaining 50% of the Founder Shares, nine months after the completion 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. If the Company seeks stockholder approval in connection with a Business Combination, the Co-Sponsors have agreed to vote its their Founder Shares and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination.
Fair value						$ 245,000
Office space		$ 10,000
Service fees						120,000	$ 110,000
Accrued expenses						$ 120,000	0
Aggregate of principal amount											$ 200,000
Description of related party						Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant.
Working capital loans									$ 480,000	$ 2,000,000
Additional working capital loans			$ 1,000,000
Working capital loan total net			$ 3,000,000
Amount borrowed of promissory note						$ 480,000
Co-sponsors have advanced						319,166	$ 0
Co-sponsors have advanced an additional						1,298,950
Aggregate total of advanced						$ 1,618,116
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Subject to forfeiture Shares (in Shares)		656,250
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Granted shares per share (in Dollars per share)	$ 10							$ 10
Repayment of outstanding amount	$ 154,057
Director [Member]
Related Party Transactions (Details) [Line Items]
Fair value of shares granted (in Shares)						1,462,650
Granted shares per share (in Dollars per share)						$ 5.97
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate of shares purchase (in Shares)					4,312,500
Aggregate price of common stock					$ 25,000
Sponsor purchased shares (in Shares)				813,500
Founder shares forfeited (in Shares)				35,000
Number of shares outstanding (in Shares)				3,254,000
Initial Stockholders [Member]
Related Party Transactions (Details) [Line Items]
Aggregate founder shares (in Shares)		5,031,250

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		9 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Feb. 12, 2021	Sep. 30, 2022	Dec. 31, 2022
Commitments and Contingencies (Details) [Line Items]
Proceeds of the initial public offering			$ 7,043,750
Purchase price			$ 10
New Pubco common stock [Member]
Commitments and Contingencies (Details) [Line Items]
Shares received			75,400,000
Purchase price			$ 10
Shares received			$ 5,944,444
Shares received			20,000,000
Private Warrants [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock shares			$ 1,657,579
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units	2,625,000	2,625,000
Price per public unit	$ 10
Private Warrants [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock shares			$ 1,279,427
Business Combination [Member]
Commitments and Contingencies (Details) [Line Items]
Percentage of business combination			3.50%

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	5,031,250	5,031,250
Common stock, shares outstanding	5,031,250	5,031,250
Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock, shares issued	25,156,250	25,156,250
Common stock, shares outstanding	25,156,250	25,156,250
Stock subject to possible redemption shares	20,125,000	20,125,000

Warrants (Details)

Warrants (Details)	12 Months Ended
Warrants (Details)	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 shares
Warrants (Details) [Line Items]
Effective public warrants exercise term days	120 days
Expire term	5 years
Public warrants, description	●in whole and not in part; ●at a price of $0.01 per warrant; ●at any time after the warrants become exercisable; ●upon not less than 30 days’ prior written notice of redemption; ●if, and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
Private warrants	6,153,125	6,153,125
Number of share	1
Warrant exercise price per share (in Dollars per share) \| $ / shares	$ 11.5
Public Warrants [Member]
Warrants (Details) [Line Items]
Public warrants outstanding	10,062,500	10,062,500
Business Combination [Member]
Warrants (Details) [Line Items]
Business combination, description	In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares or Private Warrants held by the initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and income thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.

Income Tax (Details)

Income Tax (Details) - Restated [Member] - USD ($)	12 Months Ended
Income Tax (Details) - Restated [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax (Details) [Line Items]
U.S. federal net operating loss carryovers	$ 0	$ 155,478
Valuation allowance	$ 575,221	$ 596,674

Income Tax (Details) - Schedule

Income Tax (Details) - Schedule of net deferred tax assets (liability) - Restated [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax (Details) - Schedule of net deferred tax assets (liability) [Line Items]
Net operating loss carryforward		$ 32,650
Unrealized gain on marketable securities		(2,743)
Business combination expenses	427,319
Start up costs	745,713	567,905
Total deferred tax assets (liability)	1,173,032	597,812
Valuation Allowance	(1,173,032)	(597,812)
Deferred tax assets (liability), net of allowance

Income Tax (Details) - Schedu_2

Income Tax (Details) - Schedule of income tax provision - Restated [Member] - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Federal
Current	$ 536,853
Deferred	(575,221)	(596,674)
State and Local
Current
Deferred
Change in valuation allowance	575,221	596,674
Income tax provision	$ 536,853

Income Tax (Details) - Schedu_3

Income Tax (Details) - Schedule of federal income tax rate to the company’s effective tax rate - Restated [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax (Details) - Schedule of federal income tax rate to the company’s effective tax rate [Line Items]
Statutory federal income tax rate	21%	21%
Business combination expenses	(0.51%)	1.80%
Change in fair value of warrant liability	(12.61%)	(12.24%)
Change in fair value of PIPE derivative liability	(8.28%)	3.56%
Transaction costs - warrants	0%	(0.03%)
Penalties & Interest	0.07%	0%
Valuation allowance	4.97%	(10.48%)
Income tax provision	4.64%	0%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	12 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Money market funds	$ 204,044,469	$ 201,308,628
Income from the trust account	351,474
Fair value determined	$ 0

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 204,044,469	$ 201,308,628
Level 3 [Member]
Liabilities:
PIPE derivative liability – Additional Shares		4,566,000
Warrant liability – Private Warrants	$ 184,594	$ 7,137,930

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Company Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Abstract]
Market price of public shares (in Dollars)	$ 10.05	$ 9.39
Risk-free rate	3.91%	1.27%
Dividend yield	0%	0%
Volatility	2.60%	9.50%
Probability of a business combination	45%
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Effective expiration date	Feb. 09, 2028	Feb. 25, 2027

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of monte carlo model for the PIPE derivative liabilities - PIPE Derivative Liabilities [Member]	12 Months Ended
	Dec. 31, 2021 $ / shares
Fair Value Measurements (Details) - Schedule of monte carlo model for the PIPE derivative liabilities [Line Items]
Market price of Public Shares as of measurement date (in Dollars per share)	$ 9.89
Risk-free rate	0.33%
Dividend yield	0%
Volatility	14.50%
Term (in years)	10 months 2 days

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of changes in the fair value of PIPE derivative liability and the warrant liability - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of PIPE derivative liability and the warrant liability [Line Items]
Fair value beginning	$ 7,137,930
Initial measurement on February 9, 2021		3,448,750
Exercising of underwriters’ over-allotment on February 12, 2021		366,188
Initial measurement on November 4, 2021
Change in valuation inputs or other assumptions	(6,953,336)	3,322,992
Fair value ending	184,594	7,137,930
PIPE Derivative Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of PIPE derivative liability and the warrant liability [Line Items]
Fair value beginning	4,566,000
Initial measurement on February 9, 2021
Exercising of underwriters’ over-allotment on February 12, 2021
Initial measurement on November 4, 2021		5,532,000
Change in valuation inputs or other assumptions	(4,566,000)	(966,000)
Fair value ending		$ 4,566,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Millions		12 Months Ended
	Feb. 06, 2023	Dec. 31, 2022
Subsequent Events (Details) [Line Items]
Additional amount		$ 1,298,950
Aggregate of advanced		$ 1,618,116
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Public share (in Dollars per share)	$ 0.055
Outstanding amount	$ 175,000
Shares of common stock (in Shares)	14,667,626
Redemption price per share (in Dollars per share)	$ 10.13
Aggregate redemption amount	$ 148,500,000
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Events (Details) [Line Items]
Aggregate redemption amount	$ 55,300,000