QT Imaging (QTI) 10-Q14 Aug 232023 Q2 Quarterly reportFinancial data

Company Profile

Cover Page

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Aug. 11, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Registrant Name	GigCapital5, Inc.
Entity Central Index Key	0001844505
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		9,564,001
Entity Shell Company	true
Entity File Number	001-40839
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1728920
Entity Address, Address Line One	1731 Embarcadero Rd
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94303
City Area Code	650
Local Phone Number	276-7040
Document Transition Report	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GIA
Security Exchange Name	NASDAQ
Document Quarterly Report	true

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 7,480	$ 78,196
Prepaid expenses and other current assets	46,746	172,508
Total current assets	54,226	250,704
Cash and marketable securities held in Trust Account	32,365,352	41,561,656
Interest receivable on cash and marketable securities held in Trust Account	131,605	133,211
TOTAL ASSETS	32,551,183	41,945,571
Current liabilities
Accounts payable	453,893	195,064
Accrued legal fees	3,330,175	2,157,037
Accrued liabilities	703,580	103,344
Payable to related parties	1,147,646	781,561
Notes payable to related party	1,298,948	603,880
Note payable to related party at fair value	1,000,938	257,492
Other current liabilities	87,479	88,021
Total current liabilities	8,022,659	4,186,399
Warrant liability	15,900	31,800
Deferred underwriting fee payable	2,760,000	9,200,000
Total liabilities	10,798,559	13,418,199
Commitments and contingencies (Note 6)
Common stock subject to possible redemption, 3,019,001 shares, at a redemption value of $10.74 per share, and 4,014,050 shares, at a redemption value of $10.37 per share, as of June 30, 2023 and December 31, 2022, respectively	32,409,478	41,606,846
Stockholders' deficit
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding	0	0
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 6,545,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022	655	655
Additional paid-in capital	5,311,855	0
Accumulated deficit	(15,969,364)	(13,080,129)
Total stockholders' deficit	(10,656,854)	(13,079,474)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT	$ 32,551,183	$ 41,945,571

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Redeemable common stock, shares	3,019,001	4,014,050
Redeemable common stock, price per share	$ 10.74	$ 10.37
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,545,000	6,545,000
Common stock, shares outstanding	6,545,000	6,545,000

Condensed Statements of Operati

Condensed Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
General and administrative expenses	$ 1,637,096	$ 973,852	$ 3,404,454	$ 1,586,735
Loss from operations	(1,637,096)	(973,852)	(3,404,454)	(1,586,735)
Other income (expense)
Other income, net	13,454	127,200	12,454	357,750
Interest expense	(56,267)		(99,180)
Interest income on cash and marketable securities held in Trust Account	368,259	300,140	811,539	317,653
Loss before provision for income taxes	(1,311,650)	(546,512)	(2,679,641)	(911,332)
Provision for income taxes	104,697	89,562	209,594	94,677
Net loss and comprehensive loss	(1,416,347)	(636,074)	(2,889,235)	(1,006,009)
Net income attributable to common stock subject to possible redemption	263,562	210,578	601,945	222,976
Net loss attributable to common stockholders	$ (1,679,909)	$ (846,652)	$ (3,491,180)	$ (1,228,985)
Weighted-average common shares outstanding, basic	6,540,000	6,540,000	6,540,000	6,540,000
Weighted-average common shares outstanding, diluted	6,540,000	6,540,000	6,540,000	6,540,000
Net loss per share common share, basic	$ (0.26)	$ (0.13)	$ (0.53)	$ (0.19)
Net loss per share common share, diluted	$ (0.26)	$ (0.13)	$ (0.53)	$ (0.19)
Common Stock Subject to Possible Redemption
Other income (expense)
Net income attributable to common stock subject to possible redemption	$ 263,562	$ 210,578	$ 601,945	$ 222,976
Weighted-average common shares outstanding, basic	3,019,001	23,000,000	3,491,787	23,000,000
Weighted-average common shares outstanding, diluted	3,019,001	23,000,000	3,491,787	23,000,000
Net loss per share common share, basic	$ 0.09	$ 0.01	$ 0.17	$ 0.01
Net loss per share common share, diluted	$ 0.09	$ 0.01	$ 0.17	$ 0.01

Condensed Statements of Stockho

Condensed Statements of Stockholders' Deficit - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance at Dec. 31, 2021	$ (8,918,238)	$ 655		$ (8,918,893)
Balance, Shares at Dec. 31, 2021		6,545,000
Shares subject to redemption	(222,976)		$ (222,976)
Reclass of negative additional paid-in capital to accumulated deficit			222,976	(222,976)
Net loss	(1,006,009)			(1,006,009)
Balance at Jun. 30, 2022	(10,147,223)	$ 655		(10,147,878)
Balance, Shares at Jun. 30, 2022		6,545,000
Balance at Mar. 31, 2022	(9,300,571)	$ 655		(9,301,226)
Balance, Shares at Mar. 31, 2022		6,545,000
Shares subject to redemption	(210,578)		(210,578)
Reclass of negative additional paid-in capital to accumulated deficit			210,578	(210,578)
Net loss	(636,074)			(636,074)
Balance at Jun. 30, 2022	(10,147,223)	$ 655		(10,147,878)
Balance, Shares at Jun. 30, 2022		6,545,000
Balance at Dec. 31, 2022	$ (13,079,474)	$ 655		(13,080,129)
Balance, Shares at Dec. 31, 2022	6,545,000	6,545,000
Debt discount on note payable to related party	$ 124,112		124,112
Shares subject to redemption	(1,252,257)		(1,252,257)
Adjustment to deferred underwriting fees	6,440,000		6,440,000
Net loss	(2,889,235)			(2,889,235)
Balance at Jun. 30, 2023	$ (10,656,854)	$ 655	5,311,855	(15,969,364)
Balance, Shares at Jun. 30, 2023	6,545,000	6,545,000
Balance at Mar. 31, 2023	$ (8,720,914)	$ 655	5,831,448	(14,553,017)
Balance, Shares at Mar. 31, 2023		6,545,000
Debt discount on note payable to related party	61,187		61,187
Shares subject to redemption	(580,780)		(580,780)
Net loss	(1,416,347)			(1,416,347)
Balance at Jun. 30, 2023	$ (10,656,854)	$ 655	$ 5,311,855	$ (15,969,364)
Balance, Shares at Jun. 30, 2023	6,545,000	6,545,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	6 Months Ended
Condensed Statements of Cash Flows - USD ($)	Jun. 30, 2023	Jun. 30, 2022
OPERATING ACTIVITIES
Net loss	$ (2,889,235)	$ (1,006,009)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability and related party note	(12,454)	(357,750)
Interest earned on cash and marketable securities held in Trust Account	(811,539)	(317,653)
Amortization on debt discount on note payable to related party	99,180
Change in operating assets and liabilities:
Prepaid expenses and other current assets	125,762	210,033
Other long-term assets		165,230
Payable to related parties	366,085	358,786
Accounts payable	258,829	165,179
Accrued legal fees	1,173,138	473,789
Accrued liabilities	600,236	(149,773)
Other current liabilities	(542)	91,777
Net cash used in operating activities	(1,090,540)	(366,391)
INVESTING ACTIVITIES
Investment of cash in Trust Account	(720,000)
Cash withdrawn from Trust Account	10,729,449
Net cash provided by investing activities	10,009,449
FINANCING ACTIVITIES
Borrowings from related parties	720,000
Borrowings from related parties at fair value	740,000
Redemption of Public Units	(10,449,625)
Net cash used in financing activities	(8,989,625)
Net decrease in cash during period	(70,716)	(366,391)
Cash, beginning of period	78,196	421,549
Cash, end of period	7,480	55,158
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Change in value of common stock subject to possible redemption	1,252,257	222,976
Waiver of deferred underwriting fees	6,440,000
Debt discount on note payable to related party	$ 124,112
Offering costs included in accounts payable		$ 85,000

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
Description of Organization and Business Operations	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigCapital5, Inc. (the “Company”) was incorporated in the state of Delaware on January 19, 2021. The Company was founded as a blank check company or special purpose acquisitions company (“SPAC”), formed by an affiliate of the serial SPAC issuer GigCapital Global, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of June 30, 2023, the Company had not commenced any operations. All activity for the period from January 19, 2021 (date of inception) through June 30, 2023 relates to the Company’s formation, the initial public offering (the “Offering”), as described in Note 4, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company will generate non-operating On September 23, 2021, the registration statement on Form S-1 No. 333-254038), 45-day On September 28, 2021, the Company consummated the Offering of 23,000,000 Public Units, including the issuance of 3,000,000 Public Units as a result of the Underwriters’ Simultaneously with the closing of the Offering, the Company consummated the closing of a private placement sale (the “Private Placement”) to the Company’s sponsor GigAcquisitions5, LLC, a Delaware limited liability company (the “Founder” or “Sponsor”), of 795,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit. The Private Placement generated aggregate gross proceeds of $7,950,000. Following the closing of the Offering, net proceeds in the amount of $225,400,000 from the sale of the Public Units and proceeds in the amount of $6,900,000 from the sale of Private Placement Units, for a total of $232,300,000, were placed in a trust account (the “Trust Account”), which is described further below. Transaction costs amounted to $13,193,740, consisting of $4,600,000 of underwriting fees, $9,200,000 of deferred underwriting fees and $843,740 of Offering costs, of which $25,000 remains in accounts payable as of June 30, 2023, partially offset by the reimbursement of $1,450,000 of Offering expenses by the Underwriters. On March 20, 2023, one of the Underwriters, Wells Fargo, without any consideration from the Company, waived all of their portion of the deferred underwriting fees totaling $ 6,440,000 Extensions The Company’s Offering prospectus and Amended and Restated Certificate of Incorporation provided that the Company initially had until September 28, 2022 (the date which was 12 months after the consummation of the Offering) to complete its initial Business Combination (the “Combination Period”). On September 23, 2022, the Company held a special meeting of its stockholders and the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a Business Combination transaction from September 28, 2022 up to March 28, 2023 in one-month On September 26, 2022, the Company issued an unsecured, non-interest-bearing, non-convertible On March 28, 2023, the Company held the 2023 special meeting of stockholders. At the special meeting, the stockholders approved two proposals: (A) to amend the Company’s Amended and Restated Certificate of Incorporation, giving the Company the right to extend the date by which it has to consummate a Business Combination up to six (6) times for an additional one (1) month each time, from March 28, 2023 to September 28, 2023 provided that the Sponsor (or its designees) must deposit into the Trust Account for each one-month one-month The Extension Note was further amended on March 28, 2023, April 27, 2023, May 25, 2023, and June 26, 2023, to increase the principal amount to $ 1,360,000. Also, in conjunction with the special meeting, the stockholders elected to redeem 995,049 Public Shares. Following such redemptions, $10,449,625 was withdrawn from the Trust Account. As a result of this redemption, our Founder and management team beneficially own approximately 68.4% of our issued and outstanding common stock. Working Capital Loans On September 26, 2022, the Company issued a convertible, non-interest s an The Trust Account The funds in the Trust Account have been invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s Amended and Restated Certificate of Incorporation provides that, other than the withdrawal of interest to pay taxes none of the funds held in the Trust Account will be released until the earlier of: (1) the completion of a Business Combination; (2) the redemption of 100% of the outstanding Public Shares if the Company has not completed an initial Business Combination within 24 months from the closing of the Offering; or (3) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to the Company’s pre-business Business Combination The Company has 24 months from September 28, 2021, the closing date of the Offering, to complete its initial Business Combination, provided that the extension payment for each one-month September 28, 2022 through March 28, 2023 equal to $ one-month In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Offering price per Public Unit in the Offering. Going Concern Consideration As of June 30, 2023, the Company had $7,480 in cash and a working capital deficit of $7,968,433. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem its shares of common stock. Further, the Company has no present revenue, its business plan is dependent on the completion of a Business Combination and it expects to continue to incur significant costs in pursuit of its Business Combination plans. In connection with the Company’s assessment of going concern considerations, management has determined that the liquidity condition and the potential mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the liquidation date up to September 28, 2023, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 28, 2023. If the proceeds not held in the Trust Account become insufficient to allow the Company to operate up to September 28, 2023 if all one-month

Business Combination and Relate

Business Combination and Related Agreement	6 Months Ended
Business Combination and Related Agreement	Jun. 30, 2023
Business Combinations [Abstract]
BUSINESS COMBINATION AND RELATED AGREEMENT	2. BUSINESS COMBINATION AND RELATED AGREEMENT On December 8, 2022, the Company and QTI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with QT Imaging, Inc., a Delaware corporation (“QT Imaging”), pursuant to which, and subject to the approval of the stockholders of the Company, Merger Sub will merge with and into QT Imaging, with QT Imaging surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Following the closing of the Merger (the “Closing”), the Company, which will be renamed “QT Imaging Holdings, Inc.,” will be referred to as the “Combined Company.” Subject to the terms of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the common stock of QT Imaging, par value $0.001 per share (the “QT Imaging Common Stock”) (excluding each share of QT Imaging Common Stock held in the treasury of QT Imaging which will be cancelled without any conversion of such shares of QT Imaging Common Stock held in the treasury and dissenting shares) will be automatically cancelled and converted into (A) the right to receive a number of shares of common stock, par value $0.0001 per share, of the Company (the “GigCapital5 Common Stock”) calculated based on the Exchange Ratio (as defined below) and (B) the contingent right to receive a portion of additional shares of GigCapital5 Common Stock based on the performance of the Combined Company if certain requirements are achieved in accordance with the terms of the Business Combination Agreement, if, as and when payable. The “Exchange Ratio” means the quotient of (a) the Aggregate Closing Merger Consideration (as defined in the Business Combination Agreement) divided by (b) the QT Imaging Fully Diluted Capital Stock (as defined in the Business Combination Agreement). In addition, at the Effective Time, certain warrants of QT Imaging to purchase QT Imaging Common Stock will be converted into a warrant to acquire a number of shares of GigCapital5 Common Stock at an adjusted exercise price per share. The shares of the Company common stock are currently listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “GIA,” and from now until the Effective Time, the Public Units and the warrants trade at the OTC Markets Group Inc. under the symbols “GIAFU” and “GIAFW,” respectively. The Company intends to apply for listing of the common stock of the Combined Company and the warrants of the Combined Company on the Nasdaq under the symbols “QTI” and “QTI.WS,” respectively, at the Effective Time. In connection with the execution of the Business Combination Agreement, the Company may enter into agreements with investors (the “PIPE Investors”) for the subscription for GigCapital5 Common Stock, convertible promissory notes or other securities or any combination of such securities to be subscribed for pursuant to the terms of one or more subscription agreements (all such subscription agreements, collectively (the “PIPE Subscription Agreements”) on terms and conditions mutually agreeable to the Company and QT Imaging (such agreement not to be unreasonably withheld, conditioned or delayed), provided that, unless otherwise agreed to, the aggregate gross proceeds under the PIPE Subscription Agreements will not exceed $26,000,000 (the “PIPE Investment Amount”).

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the accompanying condensed financial statements. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K Emerging Growth Company 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 Net Loss Per Share of Common Stock The Company’s condensed statements of operations and comprehensive loss include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method, (ii) the shares issued to Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the period it was outstanding and (iii) the potential shares issued to the Sponsor if the Working Capital Note is converted. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Reconciliation of Net Loss Per Common Share In accordance with the two-class Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust $ 263,562 $ 210,578 $ 601,945 $ 222,976 Net income attributable to common stock subject to possible $ 263,562 $ 210,578 $ 601,945 $ 222,976 Denominator: Weighted average common shares subject to redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 3,019,001 23,000,000 3,491,787 23,000,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.09 $ 0.01 $ 0.17 $ 0.01 Non-Redeemable Numerator: Net loss minus net earnings – Basic and diluted Net loss $ (1,416,347 ) $ (636,074 ) $ (2,889,235 ) $ (1,006,009 ) Less: net income attributable to common stock subject to redemption (263,562 ) (210,578 ) (601,945 ) (222,976 ) Net loss attributable to non-redeemable $ (1,679,909 ) $ (846,652 ) $ (3,491,180 ) $ (1,228,985 ) Denominator: Weighted average non-redeemable Weighted-average non-redeemable 6,540,000 6,540,000 6,540,000 6,540,000 Basic and diluted net loss per share, non-redeemable $ (0.26 ) $ (0.13 ) $ (0.53 ) $ (0.19 ) Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. There were no cash equivalents as of June 30, 2023 and December 31, 2022. Cash and Marketable Securities Held in Trust Account As of June 30, 2023 and December 31, 2022, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills . Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Convertible Promissory Note—Related Party The Company accounts for its Working Capital Note under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). Under ASC 815-15-25, non-cash Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheets primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs in the amount of $13,193,740 consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are 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, as of June 30, 2023 and December 31, 2022, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. As of June 30, 2023 and December 31, 2022, 3,019,001 and 4,014,050 shares of common stock were issued and outstanding that are subject to possible redemption, respectively. Stock-based Compensation Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman are subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statement 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 is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) on the condensed statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Offering

Offering	6 Months Ended
Offering	Jun. 30, 2023
Equity [Abstract]
OFFERING	4. OFFERING On September 28, 2021, the Company completed the closing of the Offering whereby the Company sold 23,000,000 Public Units at a price of $10.00 per Public Unit. Each Public Unit consists of one Public Share and one Public Warrant. Each whole Public Warrant is exercisable for one share of common stock at a price of $11.50 per full share. The exercise price of the Public Warrants may be adjusted in certain circumstances as discussed in Note 7. Under the terms of the warrant agreement (the “Warrant Agreement”), the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 24-month one-month 30-trading On November 1, 2021, the Company announced that the holders of the Company’s Public Units may elect to separately trade the securities underlying such Public Units which commenced on November 4, 2021. On April 6, 2023, the units, common stock and warrants of the Company were delisted from the the Company had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $ 40,000,000. On April 11, 2023, the Company announced that it is moving the listing of its common stock from the NYSE to the Nasdaq. GigCapital5 Common Stock commenced trading on Nasdaq on April 26, 2023 under the symbol “GIA.” While the GigCapital5 Common Stock will be listed for trading on the Nasdaq, any underlying warrants that are separated will trade on the OTC Markets Group Inc. under the symbol “GIAFW.” Any Public Units not separated will continue to trade on the OTC Markets Group Inc. under the symbol “GIAFU.”

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	5. RELATED PARTY TRANSACTIONS Founder Shares During the period from January 19, 2021 (date of inception) to December 31, 2021, the Founder purchased 5,735,000 shares of common st ock subject Private Placement The Founder purchased from the Company an aggregate of 795,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a Private Placement that occurred simultaneously with the completion of the closing of the Offering. Each Private Placement Unit consists of one share of the Company’s common stock and one warrant (a “Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in Note 7. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 24-month one-month 30-trading The Company’s Founder, Insiders and Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) six months after the date of the consummation of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Unlike the Public Warrants included in the Public Units sold in the Offering, if held by the original holder or its permitted transferees, the Private Placement Warrants are not redeemable by the Company and, subject to certain limited exceptions, will be subject to transfer restrictions until one year If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders. Administrative Services Agreement and Other Agreements The Company agreed to pay $30,000 a month for office space, administrative services and secretarial support to an affiliate of the Founder, GigManagement, LLC. Services commenced on September 24, 2021, the date the securities were first listed on the NYSE, and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. On September 23, 2021, the Company entered into a Strategic Services Agreement with Mr. Weightman, its Treasurer and Chief Financial Officer, who holds 5,000 Insider shares. Mr. Weightman is initially receiving $2,500 per month for his services and such amount could increase to up to $15,000 per month dependent upon the scope of services provided, as may be mutually agreed by the parties. The Company will pay Mr. Weightman for services rendered since September 23, 2021 and on a monthly basis thereafter for all services rendered after the consummation of the Offering. Working Capital Loans On September 26, 2022, the Company issued the Working Capital Note to the Sponsor for a principal amount of $65,000. The Working Capital Note was subsequently amended and restated on October 26, 2022, November 28, 2022, December 27, 2022, and January 25, 2023 to add additional principal amounts of $65,000 per month for each respective month, February 27, 2023 to add an additional principal amount of $350,000, March 28, 2023 to add an additional principal amount of $130,000, April 27, 2023 to add an additional principal amount of $ 65,000, and June 26, 2023 to add an principal amount of $ , for an aggregate principal amount outstanding as of June 30, 2023 under the Working Capital Note of $ . The Working Capital Note was issued to provide the Company with additional working capital during the extension period. The Working Capital Note matures on the earlier of the date on which the Company consummates its initial Business Combination or the date the Company winds up and may be prepaid without penalty. Upon consummation of a Business Combination and any time prior to the payment of the Working Capital Note, the Sponsor, at its option, may convert all or a portion of the principal into units of the post-Business Combination entity at a conversion price of $ per unit. Each unit shall have the same terms and conditions as the Private Placement Units, which are discussed further above. An aggregate of Private Placement Units of the Company would be issued if the entire principal balance of the Working Capital Note is converted. The warrants constituting a part of the Private Placement Units would be exercisable, subject to the terms and conditions of the warrant and during the exercise period as provided in the Warrant Agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act, in connection with the issuance and sale of the convertible promissory note, as it was issued to a sophisticated investor without a view to distribution and was not issued through any general solicitation or advertisement. The Company has determined that the Working Capital Note contains only one embedded feature, which is the conversion option. The conversion option is an embedded derivative that would require bifurcation pursuant to ASC 815-15-25-1, as of June 30, 2023. The change in the fair value of the Working Capital Note was a decrease of and an increase of $3,446 for the three months and six months ended June 30, 2023, respectively, and was recorded in other income, net on the condensed statements of operations and comprehensive loss. Extension Notes On September 26, 2022, the Company issued the Extension Note to the Sponsor for a principal amount of $160,000. The Extension Note was subsequently amended and restated on October 26, 2022, November 28, 2022, December 27, 2022, January 25, 2023, February 27, 2023, March 28, 2023, April 27, 2023, May 25, 2023 and June 26, 2023 to add additional monthly funding installments at $ 160,000 per month until February 27, 2023, and on March 28, 2023, April 27, 2023, May 25, 2023, and June 26, 2023 to add additional monthly funding installments at $100,000 per month, for a collective principal amount outstanding as of June 30, 2023 under the Extension Note of $1,360,000. The proceeds from the Extension Note were deposited into the Trust Account in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation. The Extension Note matures on the earlier of the date on which the Company consummates its initial Business Combination or the date the Company winds up and may be prepaid without penalty. The Company imputed interest on the Extension Note using the equivalent average market discount rate for an unsecured loan (26.6% for the period from September 26, 2022 to December 31, 2022, 23.4% for the period from January 1, 2023 to March 31, 2023, and 10.2 paid-in unamortized For the three and six months ended June 30, 2023, interest expense related to the Extension Note was $ and $99,180, respectively.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	6. COMMITMENTS AND CONTINGENCIES Registration Rights On September 23, 2021, the Company entered into a registration rights agreement with its Founder and Insiders. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Underwriters Agreement The Company granted the Underwriters a 45-day The Company paid an underwriting discount of $0.20 per Public Unit to the Underwriters at the closing of the Offering. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.40 per Public Unit, or $9,200,000 in the aggregate, including the Underwriters’ over-allotment option which was exercised in full. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services described therein. On March 20, 2023, one of the Underwriters, Wells Fargo, waived all of its portion of the deferred underwriting fees totaling $6,440,000. The Underwriters will use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging non-deal

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
Stockholders' Deficit	Jun. 30, 2023
Equity [Abstract]
STOCKHOLDERS' DEFICIT	7. STOCKHOLDERS’ DEFICIT Common Stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of June 30, 2023 and December 31, 2022, there were 6,545,000 shares of common stock issued and outstanding and not subject to possible redemption. There were 3,019,001 and 4,014,050 shares of common stock subject to possible redemption issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023, common stock reserved for future issuance was 23,895,000, which included warrants to purchase 23,795,000 shares of common stock and 100,000 potential shares of common stock to be issued if the Working Capital Note is converted in full. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued and outstanding. Warrants (Public Warrants and Private Placement Warrants) Warrants will be exercisable at $11.50 per share, and the exercise price and number of warrant shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial 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 Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day Each warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption. However, if the Company does not complete its initial Business Combination on or prior to the 24-month one-month 30-trading Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of common stock issuable upon exercise of the warrants included in the Public Units and Private Placement Units. As of June 30, 2023 and December 31, 2022, there were 23,795,000 warrants outstanding. Stock-based Compensation Included in the outstanding shares of common stock are 15,000 Insider shares, of which 5,000 Insider shares were issued to Mr. Weightman, the Company’s Treasurer and Chief Financial Officer, and 10,000 Insider shares were issued to ICR solely in consideration of future services pursuant to the Insider Shares Grant Agreements dated September 23, 2021, between the Company and each of the Insiders. The 5,000 Insider shares issued to Mr. Weightman are subject to forfeiture as described in Note 5 while the 10,000 Insider shares issued to ICR are not subject to forfeiture. The grant date fair value of the 10,000 shares was expensed upon issuance. If an initial Business Combination occurs and the 5,000

Fair Value Measurements

Fair Value Measurements	6 Months Ended
Fair Value Measurements	Jun. 30, 2023
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level June 30, 2023 December 31, 2022 Assets: Cash and marketable securities held in Trust Account 1 $ 32,365,352 $ 41,561,656 Liabilities: Warrant liability 2 $ 15,900 $ 31,800 Note payable to related party at fair value 3 $ 1,000,938 $ 257,492 The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the condensed statements of operations and comprehensive loss for the period presented. Additionally, there was $131,605 and $133,211 of interest accrued, but not yet credited to the Trust Account, which was recorded in the condensed balance sheets in interest receivable on cash and marketable securities held in Trust Account as of June 30, 2023 and December 31, 2022, respectively. The Company has determined that the Private Placement Warrants are subject to treatment as a liability, as the transfer of the warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the Public Warrants. The Public Warrants did not start trading separately until November 4, 2021, so the Company initially determined the fair value of each warrant using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values. Accordingly, the Private Placement Warrants were initially classified as Level 3 financial instruments. After Public Warrants started trading separately, the Company determined that the fair value of each Private Placement Warrant approximates the fair value of a Public Warrant. Accordingly, the Private Placement Warrants are valued upon observable data and have been classified as Level 2 financial instruments. The Working Capital Note was valued using a combination of Black-Scho les o Assumptions At Issuance As of June 30, 2023 Expected Term 0.7 - 0.8 0.7 Volatility 65.0 % 65.0 % Risk free rate 4.5% - 5.4 % 5.4 % Discount rate 10.7 - 25.8 % 10.7 % Probability of conversion 25.0 - 55.0 % 25.0 % The following table presents information about the fair value of the Company’s Working Capital Note for the three and six months ended June 30, 2023, respectively. Three Months Ended Six Months Ended Fair value - beginning of period $ 811,442 $ 257,492 Additions 195,000 740,000 Change in fair value (5,504 ) 3,446 Fair value - end of period $ 1,000,938 $ 1,000,938

Subsequent Events

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	9. SUBSEQ U On July 2 5 100,000 into the Trust Account with Continental Stock Transfer & Trust Company. The Tenth Restated Extension Note was issued in connection with the extension of the initial Business Combination period from July 28, 2023 to August 28, 2023. On July 2 5 1,065,000 10.00 106,500

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the accompanying condensed financial statements. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K
Emerging Growth Company	Emerging Growth Company 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
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock The Company’s condensed statements of operations and comprehensive loss include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable When calculating its diluted net loss per share, the Company has not considered the effect of (i) the incremental number of shares of common stock to settle warrants sold in the Offering and Private Placement, as calculated using the treasury stock method, (ii) the shares issued to Mr. Weightman subject to forfeiture representing 5,000 shares of common stock underlying a restricted stock award for the period it was outstanding and (iii) the potential shares issued to the Sponsor if the Working Capital Note is converted. Since the Company was in a net loss position during the period after deducting net income attributable to common stock subject to redemption, diluted net loss per common share is the same as basic net loss per common share for the period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.
Reconciliation of Net Loss Per Common Share	Reconciliation of Net Loss Per Common Share In accordance with the two-class Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust $ 263,562 $ 210,578 $ 601,945 $ 222,976 Net income attributable to common stock subject to possible $ 263,562 $ 210,578 $ 601,945 $ 222,976 Denominator: Weighted average common shares subject to redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 3,019,001 23,000,000 3,491,787 23,000,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.09 $ 0.01 $ 0.17 $ 0.01 Non-Redeemable Numerator: Net loss minus net earnings – Basic and diluted Net loss $ (1,416,347 ) $ (636,074 ) $ (2,889,235 ) $ (1,006,009 ) Less: net income attributable to common stock subject to redemption (263,562 ) (210,578 ) (601,945 ) (222,976 ) Net loss attributable to non-redeemable $ (1,679,909 ) $ (846,652 ) $ (3,491,180 ) $ (1,228,985 ) Denominator: Weighted average non-redeemable Weighted-average non-redeemable 6,540,000 6,540,000 6,540,000 6,540,000 Basic and diluted net loss per share, non-redeemable $ (0.26 ) $ (0.13 ) $ (0.53 ) $ (0.19 )
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. There were no cash equivalents as of June 30, 2023 and December 31, 2022.
Cash and Marketable Securities Held in Trust Account	Cash and Marketable Securities Held in Trust Account As of June 30, 2023 and December 31, 2022, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills .
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Convertible Promissory Note—Related Party	Convertible Promissory Note—Related Party The Company accounts for its Working Capital Note under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). Under ASC 815-15-25, non-cash
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the condensed balance sheets primarily due to their short-term nature.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Offering Costs	Offering Costs Offering costs in the amount of $13,193,740 consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are 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, as of June 30, 2023 and December 31, 2022, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. As of June 30, 2023 and December 31, 2022, 3,019,001 and 4,014,050 shares of common stock were issued and outstanding that are subject to possible redemption, respectively.
Stock-based Compensation	Stock-based Compensation Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman are subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statement 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 is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals
Warrant Liability	Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the condensed balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense) on the condensed statements of operations and comprehensive loss. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Net Loss Per Common Share Basic and Diluted	Accordingly, net loss per common share, basic and diluted, is calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust $ 263,562 $ 210,578 $ 601,945 $ 222,976 Net income attributable to common stock subject to possible $ 263,562 $ 210,578 $ 601,945 $ 222,976 Denominator: Weighted average common shares subject to redemption Basic and diluted weighted average shares outstanding, common stock subject to possible redemption 3,019,001 23,000,000 3,491,787 23,000,000 Basic and diluted net income per share, common stock subject to possible redemption $ 0.09 $ 0.01 $ 0.17 $ 0.01 Non-Redeemable Numerator: Net loss minus net earnings – Basic and diluted Net loss $ (1,416,347 ) $ (636,074 ) $ (2,889,235 ) $ (1,006,009 ) Less: net income attributable to common stock subject to redemption (263,562 ) (210,578 ) (601,945 ) (222,976 ) Net loss attributable to non-redeemable $ (1,679,909 ) $ (846,652 ) $ (3,491,180 ) $ (1,228,985 ) Denominator: Weighted average non-redeemable Weighted-average non-redeemable 6,540,000 6,540,000 6,540,000 6,540,000 Basic and diluted net loss per share, non-redeemable $ (0.26 ) $ (0.13 ) $ (0.53 ) $ (0.19 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
Fair Value Measurements (Tables)	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level June 30, 2023 December 31, 2022 Assets: Cash and marketable securities held in Trust Account 1 $ 32,365,352 $ 41,561,656 Liabilities: Warrant liability 2 $ 15,900 $ 31,800 Note payable to related party at fair value 3 $ 1,000,938 $ 257,492
Schedule of Estimated Fair Value of Working Capital Note	The Working Capital Note was valued using a combination of Black-Scho les o Assumptions At Issuance As of June 30, 2023 Expected Term 0.7 - 0.8 0.7 Volatility 65.0 % 65.0 % Risk free rate 4.5% - 5.4 % 5.4 % Discount rate 10.7 - 25.8 % 10.7 % Probability of conversion 25.0 - 55.0 % 25.0 %
Schedule of Fair Value of Working Capital Note	The following table presents information about the fair value of the Company’s Working Capital Note for the three and six months ended June 30, 2023, respectively. Three Months Ended Six Months Ended Fair value - beginning of period $ 811,442 $ 257,492 Additions 195,000 740,000 Change in fair value (5,504 ) 3,446 Fair value - end of period $ 1,000,938 $ 1,000,938

Description of Organization a_2

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

6 Months Ended

11 Months Ended

Mar. 28, 2023

Mar. 20, 2023

Sep. 27, 2022

Sep. 28, 2021

Sep. 23, 2021

Sep. 28, 2023

Jun. 30, 2023

Dec. 31, 2021

Jun. 26, 2023

Apr. 27, 2023

Feb. 27, 2023

Jan. 25, 2023

Dec. 31, 2022

Dec. 27, 2022

Nov. 28, 2022

Oct. 26, 2022

Sep. 26, 2022

Sep. 23, 2022

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Date of incorporation

Jan. 19, 2021

Sale of common stock, Shares

23,000,000

Proceeds from issuance of unit

$ 225,400,000

Common stock, par value

$ 0.0001

Number of Public Share per unit

Exercise price of warrants

$ 11.5

Sale of stock price per unit

$ 10

Transaction costs, net

$ 13,193,740

Deferred underwriting fees

9,200,000

Offering costs

843,740

Reimbursement of offering expenses

$ 1,450,000

Monthly extension of amendment description

The Company’s Offering prospectus and Amended and Restated Certificate of Incorporation provided that the Company initially had until September 28, 2022 (the date which was 12 months after the consummation of the Offering) to complete its initial Business Combination (the “Combination Period”). On September 23, 2022, the Company held a special meeting of its stockholders and the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a Business Combination transaction from September 28, 2022 up to March 28, 2023 in one-month extensions (the “First Extension”).

Number of public shares to be redeemed

995,049

Amount withdrawn from trust account

$ 10,449,625

Description of proposals

At the special meeting, the stockholders approved two proposals: (A) to amend the Company’s Amended and Restated Certificate of Incorporation, giving the Company the right to extend the date by which it has to consummate a Business Combination up to six (6) times for an additional one (1) month each time, from March 28, 2023 to September 28, 2023 provided that the Sponsor (or its designees) must deposit into the Trust Account for each one-month extension funds equal to $100,000 (the “Second Extension”); (B) to amend the Company’s investment management trust agreement, dated as of September 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from March 28, 2023 to September 28, 2023 by depositing into the Trust Account for each one-month extension, the sum of $100,000.

Issued and outstanding common stock own percentage

68.40%

US Government treasury bills maturity description

U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less

Public shares redemption percentage

100%

Monthly extension fee payable

$ 160,000

Cash

$ 7,480

$ 78,196

Working capital deficit

(7,968,433)

Scenario Forecast

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Monthly extension fee payable

$ 100,000

Scenario Forecast | Charter Amendment Proposal

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Extension fund amount

100,000

Scenario Forecast | Trust Amendment Proposal

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Extension fund amount

$ 100,000

Extension Note

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Number of public shares to be redeemed

18,985,950

Amount withdrawn from trust account

$ 192,138,312

Principal amount

1,360,000

Extension Note | Sponsor

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Principal amount

960,000

$ 160,000

Working Capital Note

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Principal amount

$ 130,000

$ 1,000,000

$ 130,000

$ 65,000

$ 350,000

Conversion price

$ 10

Working Capital Note | Sponsor

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Principal amount

$ 65,000

Wells Fargo Securities LLC

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Deferred underwriting fee waiver amount

$ 6,440,000

Accounts Payable

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Transaction costs, net

$ 25,000

Founders

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Sale of stock price per unit

$ 10

Sale of units in private placement

795,000

Proceeds from sale of Units, net of underwriting discounts paid

$ 7,950,000

Warrants

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Sale of units description

Each Public Unit consists of one share of the Company’s common stock (a “Public Share”), $0.0001 par value, and one redeemable warrant (a “Public Warrant”).

Common Stock | Founders

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Proceeds from issuance of unit

$ 25,000

Maximum

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Net interest to pay dissolution expenses

$ 100,000

Maximum | Common Stock

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Exercise price of warrants

$ 9.2

Over-Allotment Option

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Sale of common stock, Shares

3,000,000

Proceeds from issuance of unit

$ 230,000,000

Private Placement

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Proceeds from issuance of unit

6,900,000

Sale of units description

Each Private Placement Unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant.

Private Placement | Working Capital Note

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Sale of units in private placement

100,000

Private Placement | Founders

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Sale of units description

Each Private Placement Unit consists of one share of the Company’s common stock and one warrant (a “Private Placement Warrant”).

Exercise price of warrants

$ 11.5

Sale of stock price per unit

$ 10

Sale of units in private placement

795,000

Number of shares of common stock per unit

Private Placement | Warrants

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Number of shares of common stock per unit

Private Placement | Common Stock

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Common stock, par value

$ 0.0001

Number of shares of common stock per unit

Underwriter Fees

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Transaction costs

4,600,000

Underwriting Agreement

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Sale of common stock, Shares

20,000,000

Proceeds from issuance of unit

$ 232,300,000

$ 200,000,000

Underwriting Agreement | Over-Allotment Option

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Underwriters Option Period

45 days

Underwriting Agreement | Over-Allotment Option | Maximum

Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]

Sale of common stock, Shares

3,000,000

Proceeds from issuance of unit

$ 30,000,000

Business Combination and Rela_2

Business Combination and Related Agreement - Additional Information (Details) - USD ($)	Dec. 08, 2022	Jun. 30, 2023	Dec. 31, 2022	Sep. 23, 2021
Business Acquisition [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
PIPE Subscription Agreements \| Maximum
Business Acquisition [Line Items]
Aggregate gross proceed under agreements	$ 26,000,000
Business Combination Agreement
Business Acquisition [Line Items]
Business acquisition, date of acquisition agreement	Dec. 08, 2022
Business acquisition, share price	$ 0.001
Common stock, par value	$ 0.0001

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Line Items]
Cash equivalents	$ 0	$ 0
Offering costs charged to stockholders' deficit upon completion of offering	$ 13,193,740
Issued and outstanding subject to possible redemption	3,019,001	4,014,050
Unrecognized tax benefits	$ 0	$ 0
Amount accrued for payment of interest and penalties	$ 0	$ 0
Mr Weightman
Accounting Policies [Line Items]
Issuance of shares subject to forfeiture	5,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Net Loss Per Common Share Basic and Diluted (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator
Net loss	$ (1,416,347)	$ (636,074)	$ (2,889,235)	$ (1,006,009)
Net income attributable to common stock subject to possible redemption	$ 263,562	$ 210,578	$ 601,945	$ 222,976
Denominator
Weighted-average common shares outstanding, basic	6,540,000	6,540,000	6,540,000	6,540,000
Weighted-average common shares outstanding, diluted	6,540,000	6,540,000	6,540,000	6,540,000
Net loss per share common share, basic	$ (0.26)	$ (0.13)	$ (0.53)	$ (0.19)
Net loss per share common share, diluted	$ (0.26)	$ (0.13)	$ (0.53)	$ (0.19)
Common Stock Subject to Possible Redemption
Numerator
Interest earned on marketable securities held in Trust Account, net of taxes	$ 263,562	$ 210,578	$ 601,945	$ 222,976
Net income attributable to common stock subject to possible redemption	$ 263,562	$ 210,578	$ 601,945	$ 222,976
Denominator
Weighted-average common shares outstanding, basic	3,019,001	23,000,000	3,491,787	23,000,000
Weighted-average common shares outstanding, diluted	3,019,001	23,000,000	3,491,787	23,000,000
Net loss per share common share, basic	$ 0.09	$ 0.01	$ 0.17	$ 0.01
Net loss per share common share, diluted	$ 0.09	$ 0.01	$ 0.17	$ 0.01
Non-Redeemable Common Stock
Numerator
Net loss	$ (1,416,347)	$ (636,074)	$ (2,889,235)	$ (1,006,009)
Net income attributable to common stock subject to possible redemption	(263,562)	(210,578)	(601,945)	(222,976)
Net loss attributable to non-redeemable common stock	$ (1,679,909)	$ (846,652)	$ (3,491,180)	$ (1,228,985)
Denominator
Weighted-average common shares outstanding, basic	6,540,000	6,540,000	6,540,000	6,540,000
Weighted-average common shares outstanding, diluted	6,540,000	6,540,000	6,540,000	6,540,000
Net loss per share common share, basic	$ (0.26)	$ (0.13)	$ (0.53)	$ (0.19)
Net loss per share common share, diluted	$ (0.26)	$ (0.13)	$ (0.53)	$ (0.19)

Offering - Additional Informati

Offering - Additional Information (Details) - USD ($)			6 Months Ended
Offering - Additional Information (Details) - USD ($)	Apr. 06, 2023	Sep. 28, 2021	Jun. 30, 2023	Sep. 23, 2021
Class Of Stock [Line Items]
Sale of common stock, Shares		23,000,000
Sale of stock price per unit		$ 10
Exercise price of warrants				$ 11.5
Period allotted to complete the business combination			24 months
Market capital amount	$ 40,000,000
IPO
Class Of Stock [Line Items]
Sale of common stock, Shares		23,000,000
Sale of stock price per unit		$ 10
Warrants
Class Of Stock [Line Items]
Sale of units description			Each Public Unit consists of one share of the Company’s common stock (a “Public Share”), $0.0001 par value, and one redeemable warrant (a “Public Warrant”).
Period after business combination when warrants become exercisable			30 days
Warrants exercisable expiration period after completion of business combination			5 years
Period after offering when warrants become exercisable			12 months
Net cash settlement value of warrants			$ 0
Redemption price per warrant			$ 0.01
Minimum period of prior written notice of redemption of warrants			30 days
Minimum price per share required for redemption of warrants			$ 18
Warrants \| IPO
Class Of Stock [Line Items]
Exercise price of warrants		$ 11.5
Number of shares of common stock per unit		1
Sale of units description			Each Public Unit consists of one Public Share and one Public Warrant

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)

3 Months Ended

6 Months Ended

11 Months Ended

Sep. 28, 2021

Sep. 23, 2021

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2022

Jun. 30, 2023

Dec. 31, 2021

Jun. 26, 2023

May 25, 2023

Apr. 27, 2023

Mar. 28, 2023

Feb. 27, 2023

Jan. 25, 2023

Dec. 27, 2022

Nov. 28, 2022

Oct. 26, 2022

Sep. 26, 2022

Related Party Transaction Line Items

Proceeds from issuance of unit

$ 225,400,000

Sale of stock price per unit

$ 10

Exercise price of warrants

$ 11.5

Holding period of shares for completion of initial business combination

6 months

Period after completion of business combination to allow transfer of shares

30 days

Warrants transfer restrictions period following consummation of business combination

1 year

Common stock, par value

$ 0.0001

Note Payable to related party

$ 1,000,938

$ 257,492

$ 1,000,938

Debt discount on note payable to related party

61,187

124,112

Working Capital Note

Related Party Transaction Line Items

Principal amount

$ 1,000,000

$ 130,000

$ 65,000

$ 130,000

$ 350,000

Conversion price

$ 10

Fair value, option, aggregate differences

$ 5,504

$ 3,446

Extension Notes

Related Party Transaction Line Items

Principal amount

100,000

$ 100,000

100,000

Fair value, option, aggregate differences

$ 1,360,000

1,360,000

Debt instrument average market discount rate

10.20%

23.40%

26.60%

Debt discount on reduction to carrying principle amount

178,146

Debt discount on note payable to related party

1,298,948

Total interest expenses

$ 56,267

99,180

Unamortized debt discount

$ 61,052

Maximum

Related Party Transaction Line Items

Period after initial business combination to allow transfer of shares

90 days

Private Placement

Related Party Transaction Line Items

Proceeds from issuance of unit

$ 6,900,000

Sale of units description

Each Private Placement Unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant.

Private Placement | Working Capital Note

Related Party Transaction Line Items

Sale of units in private placement

100,000

Insider Shares Grant Agreements

Related Party Transaction Line Items

Effective date of grant award agreement

Sep. 23, 2021

Common Stock

Related Party Transaction Line Items

Stock price threshold that allows transfer of shares

$ 11.5

Common Stock | Maximum

Related Party Transaction Line Items

Exercise price of warrants

$ 9.2

Common Stock | Private Placement

Related Party Transaction Line Items

Number of shares of common stock per unit

Common stock, par value

$ 0.0001

Warrants

Related Party Transaction Line Items

Sale of units description

Each Public Unit consists of one share of the Company’s common stock (a “Public Share”), $0.0001 par value, and one redeemable warrant (a “Public Warrant”).

Period after business combination when warrants become exercisable

30 days

Period after offering when warrants become exercisable

12 months

Warrants exercisable expiration period after completion of business combination

5 years

Net cash settlement value of warrants

$ 0

Redemption price per warrant

0.01

$ 0.01

Minimum period of prior written notice of redemption of warrants

30 days

Minimum price per share required for redemption of warrants

$ 18

Warrants | Private Placement

Related Party Transaction Line Items

Number of shares of common stock per unit

Founders

Related Party Transaction Line Items

Forfeiture of shares

4,312,500

Sale of units in private placement

795,000

Sale of stock price per unit

$ 10

Founders | Private Placement

Related Party Transaction Line Items

Sale of units in private placement

795,000

Sale of stock price per unit

$ 10

Number of shares of common stock per unit

Sale of units description

Each Private Placement Unit consists of one share of the Company’s common stock and one warrant (a “Private Placement Warrant”).

Exercise price of warrants

$ 11.5

Founders | Common Stock

Related Party Transaction Line Items

Sale of common stock, Shares

5,735,000

Proceeds from issuance of unit

$ 25,000

Sale of common stock price per share

$ 0.0043592

Founders | Warrants | Private Placement

Related Party Transaction Line Items

Period after business combination when warrants become exercisable

30 days

Period after offering when warrants become exercisable

12 months

Warrants exercisable expiration period after completion of business combination

5 years

Sale of units description

(or such lesser period depending upon the number of one-month extensions which occur)

Net cash settlement value of warrants

$ 0

Redemption price per warrant

0.01

$ 0.01

Minimum period of prior written notice of redemption of warrants

30 days

Minimum price per share required for redemption of warrants

$ 18

Mr Weightman

Related Party Transaction Line Items

Forfeiture of shares

5,000

Monthly payment for services

$ 2,500

Mr Weightman | Maximum

Related Party Transaction Line Items

Monthly payment for services

$ 15,000

Mr Weightman | Insider Shares Grant Agreements

Related Party Transaction Line Items

Effective date of grant award agreement

Sep. 23, 2021

Common stock issued in consideration for future service

5,000

GigManagement, LLC | Office Space, Administrative Services and Secretarial Support

Related Party Transaction Line Items

Payment to affiliate of sponsor

$ 30,000

Sponsor | Working Capital Note

Related Party Transaction Line Items

Principal amount

$ 130,000

$ 65,000

130,000

350,000

$ 65,000

Sponsor | Extension Notes

Related Party Transaction Line Items

Principal amount

$ 160,000

Related Party | Working Capital Note

Related Party Transaction Line Items

Note Payable to related party

$ 1,000,938

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($)		6 Months Ended
	Mar. 20, 2023	Jun. 30, 2023
Other Commitments [Line Items]
Underwriting discount per public unit paid in cash		$ 0.2
Deferred underwriting commissions per public unit		$ 0.4
Aggregate deferred underwriting commissions		$ 9,200,000
Wells Fargo Securities LLC
Other Commitments [Line Items]
Deferred underwriting fee waiver amount	$ 6,440,000
Over-Allotment Option
Other Commitments [Line Items]
Underwriters option period		45 days
Option to purchase additional public units to cover over-allotments		3,000,000
Over-allotment option, exercise date		Sep. 28, 2021

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Details) - USD ($)		6 Months Ended	11 Months Ended
	Sep. 23, 2021	Jun. 30, 2023	Dec. 31, 2021	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022
Class Of Stock [Line Items]
Common stock, shares authorized		100,000,000			100,000,000
Common stock, shares issued		6,545,000			6,545,000
Common stock, shares outstanding		6,545,000			6,545,000
Redeemable common stock, shares		3,019,001			4,014,050
Preferred stock, shares authorized		1,000,000			1,000,000
Preferred stock, shares issued		0			0
Preferred stock, shares outstanding		0			0
Exercise price of warrants	$ 11.5
Period allotted to complete the business combination		24 months
Insider Shares Grant Agreements
Class Of Stock [Line Items]
Effective date of grant award agreement		Sep. 23, 2021
Mr Weightman \| Insider Shares Grant Agreements
Class Of Stock [Line Items]
Number of shares subject to forfeiture		5,000
Common stock issued in consideration for future service	5,000	5,000	5,000
Effective date of grant award agreement			Sep. 23, 2021
Description of fair value of common stock shares vest recognition		If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the fair value of the common stock on the date the shares vest will be recognized as stock-based compensation in the Company’s statements of operations and comprehensive loss when the completion of a Business Combination becomes probable
Interest Solutions (ICR) \| Insider Shares Grant Agreements
Class Of Stock [Line Items]
Common stock issued in consideration for future service		10,000
Number of shares not subject to forfeiture		10,000
Number of shares, grant date fair value expensed upon issuance		10,000
Non-Employee Consultants \| Restricted Stock \| Insider Shares Grant Agreements
Class Of Stock [Line Items]
Number of shares subject to forfeiture		15,000
Warrants
Class Of Stock [Line Items]
Exercise price of warrants		$ 11.5
Percentage of warrants exercise price		115%
Period after business combination when warrants become exercisable		30 days
Period after offering when warrants become exercisable		12 months
Warrants exercisable expiration period after completion of business combination		5 years
Period allotted to complete the business combination		24 months
Net cash settlement value of warrants		$ 0
Redemption price per warrant		$ 0.01
Minimum period of prior written notice of redemption of warrants		30 days
Minimum price per share required for redemption of warrants		$ 18
Warrants or rights outstanding		23,795,000			23,795,000
Warrants \| Minimum
Class Of Stock [Line Items]
Percentage of aggregate gross proceeds of equity issuances		65%
Warrants \| Maximum
Class Of Stock [Line Items]
Exercise price of warrants		$ 9.2
Common Stock
Class Of Stock [Line Items]
Common stock, shares authorized		100,000,000
Common stock, voting rights per share		Holders of the Company’s common stock are entitled to one vote for each share of common stock
Common stock, shares issued		6,545,000			6,545,000
Common stock, shares outstanding		6,545,000	6,545,000	6,545,000	6,545,000	6,545,000	6,545,000
Redeemable common stock, shares		3,019,001			4,014,050
Temporary equity, shares outstanding		3,019,001			4,014,050
Common stock reserved for future issuance		23,895,000
Common Stock \| Maximum
Class Of Stock [Line Items]
Exercise price of warrants		$ 9.2
Common Stock \| Working Capital Note
Class Of Stock [Line Items]
Common stock reserved for future issuance		100,000
Common Stock \| Warrants
Class Of Stock [Line Items]
Common stock reserved for future issuance		23,795,000
Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares authorized		1,000,000
Preferred stock, shares issued		0			0
Preferred stock, shares outstanding		0			0

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets:
Cash and marketable securities held in Trust Account	$ 32,365,352	$ 41,561,656
Liabilities:
Note Payable to related party	1,000,938	257,492
Level 1
Assets:
Cash and marketable securities held in Trust Account	32,365,352	41,561,656
Level 2
Liabilities:
Warrant liability	15,900	31,800
Related Party \| Level 3
Liabilities:
Note Payable to related party	$ 1,000,938	$ 257,492

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Interest receivable on cash and marketable securities held in the Trust Account	$ 131,605	$ 133,211

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Estimated Fair Value of Working Capital Note (Details) - Level 3	Jun. 30, 2023	Sep. 26, 2022
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Expected Term	8 months 12 days
Volatility	65%	65%
Risk free rate	5.40%
Discount rate	10.70%
Probability of conversion	25%
Minimum
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Expected Term		8 months 12 days
Risk free rate		4.50%
Discount rate		10.70%
Probability of conversion		25%
Maximum
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Expected Term		9 months 18 days
Risk free rate		5.40%
Discount rate		25.80%
Probability of conversion		55%

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Fair Value of Working Capital Note (Details) - Working Capital Note - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value - beginning of period	$ 811,442	$ 257,492
Additions	195,000	740,000
Change in fair value	(5,504)	3,446
Fair value - end of period	$ 1,000,938	$ 1,000,938

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - Subsequent Event	Jul. 25, 2023 USD ($) $ / shares shares
Tenth Restated Extension Note
Subsequent Event [Line Items]
Principal amount	$ 1,460,000
Tenth Restated Extension Note \| Sponsor
Subsequent Event [Line Items]
Principal amount	100,000
Cash deposited in trust account	100,000
Ninth Restated Working Capital Note
Subsequent Event [Line Items]
Principal amount	$ 1,065,000
Conversion price \| $ / shares	$ 10
Ninth Restated Working Capital Note \| Private Placement
Subsequent Event [Line Items]
Sale of units in private placement \| shares	106,500
Ninth Restated Working Capital Note \| Sponsor
Subsequent Event [Line Items]
Principal amount	$ 65,000