Athena Consumer Acquisition (ACAQ) 10-K30 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. 30, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	ATHENA CONSUMER ACQUISITION CORP.
Trading Symbol	ACAQ
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 230,460,000
Amendment Flag	false
Entity Central Index Key	0001869141
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	001-40921
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1178222
Entity Address, Address Line One	442 5th Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	(970)
Local Phone Number	925-1572
Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share, included as part of the units
Security Exchange Name	NYSEAMER
Entity Interactive Data Current	Yes
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York, New York
Auditor Firm ID	100
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		3,108,936
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,050,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 13,612	$ 850,615
Prepaid expenses and other assets	261,230	326,707
Total current assets	274,842	1,177,322
Prepaid expenses - non current		249,048
Deferred tax asset		15,299
Cash and Investments held in Trust Account	21,752,492	234,604,169
TOTAL ASSETS	22,027,334	236,045,838
CURRENT LIABILITIES
Accounts payable and accrued expenses	3,304,154	28,421
Income tax payable	674,933
Franchise tax payable	58,857	77,036
Total current liabilities	4,037,944	105,457
Derivative liability – Forward Purchase Agreement	1,730,000
Deferred underwriting fee payable	8,650,000	8,650,000
TOTAL LIABILITIES	14,417,944	8,755,457
COMMITMENTS AND CONTINGENCIES
COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
Class A common stock subject to possible redemption, $0.0001 par value, 2,048,936 and 23,000,000 shares at redemption value of $10.28 and $10.20 per share at December 31, 2022 and 2021, respectively	21,061,039	234,600,000
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2022 and 2021
Class A common stock; $0.0001 par value; 100,000,000 shares authorized; 1,060,000 shares issued and outstanding (excluding 2,048,936 and 23,000,000 shares subject to possible redemption) at December 31, 2022 and 2021	106	106
Class B common stock; $0.0001 par value; 10,000,000 shares authorized; 8,050,000 shares issued and outstanding at December 31, 2022 and 2021	805	805
Additional paid-in capital
Accumulated deficit	(13,452,560)	(7,310,530)
TOTAL STOCKHOLDERS’ DEFICIT	(13,451,649)	(7,309,619)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$ 22,027,334	$ 236,045,838

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, redemption value	2,048,936	23,000,000
Common stock subject to possible redemption, redemption value per share (in Dollars per share)	$ 10.28	$ 10.2
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	1,060,000	1,060,000
Common stock, shares outstanding	1,060,000	1,060,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	8,050,000	8,050,000
Common stock, shares outstanding	8,050,000	8,050,000

Statements of Operations

Statements of Operations - USD ($)	7 Months Ended	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2021	Dec. 31, 2022
OPERATING EXPENSES
General and administrative	$ 237,285	$ 4,515,112
Total operating expenses	237,285	4,515,112
OTHER INCOME
Income on cash and investments held in Trust Account	4,169	3,259,199
Other income	16
Change in fair value of derivative liability – Forward Purchase Agreement		(300,000)
Total other income, net	4,185	2,959,199
LOSS BEFORE PROVISION FOR INCOME TAXES	(233,100)	(1,555,913)
Benefit from (provision for) income taxes	15,299	(690,232)
Net loss	$ (217,801)	$ (2,246,145)
Class A Common Stock
OTHER INCOME
Weighted average shares outstanding (in Shares)	8,096,019	23,198,997
Basic and diluted net loss per share (in Dollars per share)	$ (0.01)	$ (0.07)
Class B Common Stock
OTHER INCOME
Weighted average shares outstanding (in Shares)	7,353,318	8,050,000
Basic and diluted net loss per share (in Dollars per share)	$ (0.01)	$ (0.07)

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	7 Months Ended	12 Months Ended
Statements of Operations (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2022
Class A Common Stock
Basic and diluted net loss per share	$ (0.01)	$ (0.07)
Class B Common Stock
Basic and diluted net loss per share	$ (0.01)	$ (0.07)

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit - USD ($)	Class A Common Stock	Class B Common Stock	Additional paid-in capital	Accumulated deficit	Total
Balance at Jun. 03, 2021
Balance (in Shares) at Jun. 03, 2021
Issuance of common stock to initial stockholders		$ 805	24,195		25,000
Issuance of common stock to initial stockholders (in Shares)		8,050,000
Sale of private placement warrants	$ 106		10,599,894		10,600,000
Sale of private placement warrants (in Shares)	1,060,000
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)			14,438,579		14,438,579
Accretion for redeemable Class A common stock to redemption value			(25,062,668)	(7,092,729)	(32,155,397)
Net loss				(217,801)	(217,801)
Balance at Dec. 31, 2021	$ 106	$ 805		(7,310,530)	(7,309,619)
Balance (in Shares) at Dec. 31, 2021	1,060,000	8,050,000
Remeasurement of Class A common stock subject to possible redemption				(2,465,885)	(2,465,885)
Initial value of Derivative Liability – Forward Purchase Agreement				(1,430,000)	(1,430,000)
Net loss				(2,246,145)	(2,246,145)
Balance at Dec. 31, 2022	$ 106	$ 805		$ (13,452,560)	$ (13,451,649)
Balance (in Shares) at Dec. 31, 2022	1,060,000	8,050,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	7 Months Ended	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (217,801)	$ (2,246,145)
Adjustments to reconcile net loss to net cash used in operating activities:
Income on cash and investments held in Trust Account	(4,169)	(3,259,199)
Deferred tax asset	(15,299)	15,299
Change in fair value of derivative liability – Forward Purchase Agreement		300,000
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(575,755)	314,525
Accounts payable and accrued expenses	28,421	3,275,733
Income tax and franchise tax payable	77,036	656,754
Net cash used in operating activities	(707,567)	(943,033)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited to Trust Account	(234,600,000)
Cash withdrawn from trust in connection with redemption		216,004,846
Withdrawal from Trust Account for payment of taxes		106,030
Net cash provided by (used in) investing activities	(234,600,000)	216,110,876
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering, net of underwriters’ discount	226,000,000
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from private placement	10,600,000
Redemptions of Class A common stock		(216,004,846)
Payment of offering costs	(466,818)
Net cash provided by financing activities	236,158,182	(216,004,846)
NET CHANGE IN CASH	850,615	(837,003)
CASH, BEGINNING OF PERIOD		850,615
CASH, END OF PERIOD	850,615	13,612
Supplemental disclosure of noncash activities:
Deferred underwriting commissions payable charged to additional paid-in capital	8,650,000
Initial value of derivative liability – Forward Purchase Agreement		$ 1,430,000

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 Athena Consumer Acquisition Corp. (the “Company”) was incorporated in Delaware on June 4, 2021. The Company 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 (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on October 19, 2021. On October 22, 2021, the Company consummated the IPO and overallotment option of 23,000,000 units (“Units”) with respect to the Class A common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,060,000 units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Athena Consumer Acquisition Sponsor LLC (the “Sponsor”) generating gross proceeds of $10,600,000, which is described in Note 4. Offering costs for the IPO and the exercise of the underwriters’ over-allotment option amounted to $13,116,818, consisting of $4,000,000 of underwriting fees, $8,650,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $466,818 of other costs. As described in Note 6, the $8,650,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination, subject to the terms of the underwriting agreement. Following the closing of the IPO and exercise of the over-allotment, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a Trust Account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination by April 22, 2023, 18 months from the closing of the IPO (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. On December 16, 2022, the Company issued a press release announcing that, if the Extension Amendment is approved at the Extension Meeting and the Extension is implemented, the Sponsor or its designees will deposit into the Trust Account as a loan (a “Contribution”, and the Sponsor or its designee making such Contribution, a “Contributor”), the lesser of (x) $121,000 or (y) $0.055 per public share multiplied by the number of public shares outstanding, on each of the following dates: (i) January 23, 2023; and (ii) one business day following the public announcement by the Company disclosing that Athena’s board of directors has determined to extend the Deadline Date for an additional month in accordance with the Extension (each date on which a Contribution is to be deposited into the Trust Account, a “Contribution Date”). On December 21, 2022, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the proposed amendment, the “Charter Amendment”) to provide the Company with the right to extend the date (the “Deadline Date”) by which the Company must consummate a Business Combination up to six times for an additional one month each time, from January 22, 2023 (the date which is 15 months from the closing date of the IPO) to up to July 22, 2023 (the date which is 21 months from the closing date of the IPO) (the “Extension Amendment Proposal”). The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per shares held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there was considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic, and the Company has concluded that while it is reasonably possible that COVID-19 could have a negative effect on completing the IPO and subsequently identifying a target company for a Business Combination, the specific impact is not readily determinable as of the date of the financial statements. The 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 is 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. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, generally imposes a 1% U.S. federal excise tax (the “Excise Tax”) on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because the Company is a Delaware corporation and its securities are trading on the NYSE American, the Company is a “covered corporation” for this purpose. 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 authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax. On December 27, 2022, the Treasury issued a notice that provides interim operating rules for the Excise Tax, including rules governing the calculation and reporting of the Excise Tax, on which taxpayers may rely until the forthcoming proposed Treasury regulations addressing the Excise Tax are published. Although such notice clarifies certain aspects of the Excise Tax, the interpretation and operation of other aspects of the Excise Tax remain unclear, and such interim operating rules are subject to change. Whether and to what extent the Company would be subject to the Excise Tax on a redemption of shares of Class A common stock or other stock issued by the Company would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with the initial Business Combination, an extension or otherwise, (iii) the structure of the initial Business Combination, (iv) the nature and amount of any “PIPE” or other equity issuances (whether in connection with the initial Business Combination or otherwise) issued within the same taxable year of a redemption treated as a repurchase of stock and (v) the content of forthcoming regulations and other guidance from the Treasury. As noted above, the Excise Tax would be payable by the Company and not by the redeeming holder, and only limited guidance on the mechanics of any required reporting and payment of the Excise Tax on which taxpayers may rely have been issued to date. The imposition of the Excise Tax could cause a reduction in the cash available on hand to complete the initial Business Combination or for effecting redemptions and may affect the Company’s ability to complete the initial Business Combination, fund future operations or make distributions to stockholders. In addition, the Excise Tax could cause a reduction in the per share amount payable to the public stockholders in the event the Company liquidates the Trust Account due to a failure to complete the initial Business Combination within the requisite timeframe. Going Concern and Capital Resources As of December 31, 2022, the Company had $13,612 in its operating bank accounts, $21,752,492 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $3,763,102. As of December 31, 2022, approximately $3,259,199 of the amount on deposit in the Trust Account represented interest and dividend income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until April 22, 2023 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution and liquidity condition, 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 April 22, 2023. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by April 22, 2023.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $13,612 and $850,615 of cash as of December 31, 2022 and 2021, respectively, and no cash equivalents. Cash and Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2022 and 2021, the Company had $21,752,492 and $234,604,169 in cash and investments held in Trust Account, respectively. Offering Costs associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Total offering cost amounted to $13,116,818, out of which $12,245,042 was charged against the carrying value of Class A common stock upon the completion of the IPO. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for December 31. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible. Derivative Liabilities The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company has determined forward purchase agreements are derivative instruments. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock sold in the IPO and over-allotment 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 December 31, 2022 and 2021, 2,048,936 and 23,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively. Under ASC 480-10-S99, the Company has elected to recognize changes in redemption value immediately as they occur and adjust the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Immediately upon the closing of the IPO and over-allotment, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date of the security. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2022 and 2021, the shares of Class A common stock subject to possible redemption reflected on the balance sheets are reconciled on the following table: Gross proceeds $ 230,000,000 Less: Fair value of Public Warrants at issuance (15,310,355 ) Class A shares issuance costs (12,245,042 ) Plus: Add: Accretion of carrying value to redemption value 32,155,397 Class A common stock subject to possible redemption at December 31, 2021 234,600,000 Add: Accretion of carrying value to redemption value 2,465,885 Less: Redemption of common stock subject to possible redemption (216,004,846 ) Class A common stock subject to possible redemption $ 21,061,039 Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. On December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,667,519 ) $ (578,626 ) $ (106,139 ) $ (111,662 ) Denominator: Weighted average shares outstanding 23,198,997 8,050,000 8,096,019 7,353,318 Basic and diluted net loss per common share $ (0.07 ) $ (0.07 ) $ (0.01 ) $ (0.01 ) Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants (defined below) issued pursuant to the warrant agreements qualify for equity accounting treatment. Recent Accounting Pronouncements The Company’s management 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 financial statements. Franchise Taxes The Company is subject to a franchise tax administered by the Delaware Division of Corporations. The Company estimates its franchise tax liability for the year ended December 31, 2022, to be $200,000. As of December 31, 2022, the Company has $58,857 accrued for franchise taxes. For the year ended December 31, 2022, the Company received a refund for the prior tax year ended December 31, 2021, in the amount of $22,476. The current period franchise tax is recorded net of the refund received.

Initial Public Offering and Ove

Initial Public Offering and Over-Allotment	12 Months Ended
Initial Public Offering and Over-Allotment	Dec. 31, 2022
Initial Public Offering and Over-Allotment [Abstract]
INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT	NOTE 3. INITIAL PUBLIC OFFERING AND OVER-ALLOTMENT Pursuant to the IPO, and including the underwriters’ exercise of their over-allotment option, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Private Placement

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2022
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT On October 22, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale (“Private Placement”) of 1,060,000 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $10,600,000. Each whole Private Placement Unit will consist of one share of Class A common stock and one-half of a redeemable warrant (“Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Units will be added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will be worthless.

Related Party Transactions

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 4, 2021, the Sponsor was issued 5,900,000 shares of Class B common stock. Subsequently, on June 24, 2021, the Sponsor paid certain costs totaling $25,000 on behalf of the Company as consideration for 5,900,000 issued on June 4, 2021. On September 23, 2021, the Company effected a 1.36440678 for 1 stock split of its common stock so that the Sponsor owns an aggregate of 8,050,000 Founder Shares. The Sponsor paid approximately $0.003 per share for the Founder Shares. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 7. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The Initial Stockholders had agreed to forfeit up to 1,050,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters. Since the underwriters exercised the over-allotment option in full, the Sponsor did not forfeit any Founder Shares. Subject to limited exceptions, each holder of Founder Shares has agreed that, during the period from July 28, 2022 through the earlier to occur of (the “Termination Date”) (a) the closing of the e.GO Business Combination (as such term is defined in Note 6) (the “Closing”), (b) such date and time as the Business Combination Agreement (as such term is defined in Note 6) is validly terminated in accordance with its terms and (c) the mutual written agreement of the parties to that certain Sponsor Letter Agreement (as such term is defined in Note 6), except as contemplated by such Sponsor Letter Agreement and the Business Combination Agreement, it shall not, and shall cause its affiliates not to, without the prior written consent of e.GO and the Company (which consent may be given or withheld by e.GO and the Company in their sole discretion), (i) offer for sale, sell (including short sales), transfer, tender, pledge, convert, encumber, assign or otherwise dispose of, directly or indirectly (including by gift, merger, tendering into any tender offer or exchange offer or otherwise) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of its Founder Shares; (ii) grant any proxies or powers of attorney with respect to any or all of its Founder Shares held by it (except in connection with voting by proxy at a meeting of shareholders of the Company); or (iii) permit to exist any mortgage, pledge, security interest, encumbrance, lien, license or sub-license, charge or other similar encumbrance or interest (including, in the case of any equity securities, any voting, transfer or similar restrictions) (a “Lien”) with respect to any or all of its Founder Shares, other than those created by the Sponsor Letter Agreement; provided that any Lien with respect to the Founder Shares that would not prevent, impair or delay its ability to comply with the terms and conditions of the Sponsor Letter Agreement shall be permitted and will not be deemed to violate the restrictions contained above. Additionally, subject to limited exceptions, each holder of Founder Shares has agreed that for a period from the Closing through the date that is 180 days thereafter, it shall not, and shall cause its affiliates not to, Transfer, or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to, a Transfer of, any or all of its TopCo Covered Shares. “TopCo Covered Shares” means (i) with respect to the Sponsor, 75% of the TopCo Ordinary Shares to be issued to the Sponsor pursuant to the Business Combination Agreement (it being understood that the terms of this paragraph shall not apply to the remaining 25% of such TopCo Ordinary Shares) and (ii) with respect to the Athena Insiders (as such term is defined in Note 6), all of the TopCo Ordinary Shares to be issued pursuant to the Business Combination Agreement. Related Party Loans On June 4, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of December 31, 2021, or the completion of the IPO. $117,994 was borrowed under the Note and repaid on October 22, 2021. There was no In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into Units of the post Business Combination entity at a price of $10.00 per Unit. The Units would be identical to the Private Placement Units. As of December 31, 2022 and 2021, there were no Working Capital Loans outstanding. Support Services The Company intends to pay an entity affiliated with the Sponsor a fee of approximately $10,000 per month following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation for office space and administrative support services. As of December 31, 2022, $120,000 has been incurred and paid under this agreement. As of December 31, 2021, $30,000 has been incurred under this agreement.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. 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 from the final prospectus relating to the IPO to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On October 22, 2021, the underwriters elected to fully exercise the over-allotment option purchasing 3,000,000 Units. The underwriters were paid a cash underwriting discount of $0.20 per unit on the offering not including the Units issued with the underwriter’s exercise of their over-allotment option, or $4,000,000 in the aggregate at the closing of the IPO. The underwriters have agreed to defer the cash underwriting discount of $0.20 per share related to the over-allotment to be paid upon completion of a Business Combination ($600,000 in the aggregate). In addition, the underwriters are entitled to a deferred underwriting commissions of $0.35 per unit, or $8,050,000 from the closing of the IPO. The total deferred fee is $8,650,000 consisting of the $8,050,000 deferred portion and the $600,000 cash discount agreed to be deferred until completion of a Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement. On December 8, 2022, Citi, as representative of the underwriters, agreed to formally waive the deferred underwriting commissions of $8,650,000 in full, pursuant to a deferred fee waiver letter agreement between Citi and the Company. Business Combination Agreement On July 28, 2022, the Company entered into a Business Combination Agreement (as amended by that certain first amendment to the Business Combination Agreement on September 29, 2022, and as it may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Next.e.GO Mobile SE, a German company (“e.GO”), Next.e.GO B.V., a Dutch private limited liability company and a wholly owned subsidiary of e.GO (“TopCo”), and Time is Now Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of TopCo (“Merger Sub”), for the Company’s initial Business Combination (the “e.GO Business Combination”). Pursuant to the Business Combination Agreement, among other things, (i) TopCo will issue to the e.GO’s equity securities (the “e.GO Shareholders”) and convertible loan lenders of e.GO (the “Lenders”) an aggregate of up to 79,019,608 TopCo Ordinary Shares, representing aggregate consideration to the e.GO Shareholders of $800,000,000, 30,000,000 of such shares will be unvested and subject to an earn-out (the “Earn-Out Shares”), in exchange for the contribution by the e.GO Shareholders of all of the paid up no-par value shares of e.GO to TopCo and the convertible loans held by the Lenders, assuming that all e.GO Shareholders and Lender participate in the exchange; (ii) each issued and outstanding share of the Company’s Class A common stock will be automatically cancelled and extinguished and converted into one share the Surviving Company Common Stock, (iii) each issued and outstanding share of the Company’s Class B common stock will be automatically cancelled and extinguished and converted into a number of shares of Surviving Company Common Stock calculated as the sum of (x) one plus (y) the lower of (a) the total amount funded under the credit agreement, dated September 29, 2022, between e.GO, Brucke Funding LLC, Brucke Agent LLC and certain lenders party thereto (the “Bridge Financing”), divided by $15,000,000 and multiplied with one-fifth and (b) one-fifth; (iv) TopCo will change its legal form from a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) to a Dutch public limited liability company (naamloze vennootschap); (v) Merger Sub will merge with and into the Company, with the Company being the Surviving Company and, after giving effect to the merger, becoming a direct, wholly owned subsidiary of TopCo; (vi) each share of the Company’s common stock will be converted into one share of the Surviving Company Common Stock; (vii) immediately thereafter, each of the resulting shares of Surviving Company Common Stock will be automatically exchanged for one TopCo Ordinary Share; and (viii) each outstanding warrant to purchase a share of the Company’s Class A common stock will be converted into a warrant to purchase a TopCo Ordinary Share on the same contractual terms and conditions as were in effect with respect to each warrant prior to the e.GO Business Combination. Sponsor Letter Agreement On July 28, 2022, the Company, the Sponsor, e.GO, TopCo and certain of the Company’s officers and directors (the “Athena Insiders”) entered into a Sponsor Letter Agreement, which was amended on September 29, 2022 (as it may be further amended, supplemented or otherwise modified from time to time, the “Sponsor Letter Agreement”), pursuant to which, among other things, the Sponsor and the Athena Insiders have agreed to (i) vote all of its, his or her shares of the Company’s Class A common stock to approve and adopt the Business Combination Agreement and the e.GO Business Combination, (ii) waive its, his or her redemption rights with respect to its, his or her shares of the Company’s Class A common stock in connection with the e.GO Business Combination, (iii) not transfer any of its, his or her shares of the Company’s Class A common stock until the Closing or termination of the Business Combination Agreement (except in limited circumstances), (iv) not transfer (a) with respect to the Sponsor, 75% of its TopCo shares and (b) with respect to all other Athena Insiders any of its, his or her TopCo ordinary shares until the date that is 180 days after the Closing (except in limited circumstances), (v) waive any adjustment to the conversion ratio set forth in the Company’s amended and restated certificate of incorporation or any other anti-dilution or similar protection with respect to the shares of the Company’s Class B common stock held by the Sponsor or the Athena Insiders, in each case, subject to the terms and conditions contemplated by the Sponsor Letter Agreement. Pursuant to the Sponsor Letter Agreement, TopCo will indemnify the Sponsor from and against certain liabilities relating to the e.GO Business Combination for a period of six years after the Closing and subject to an aggregate maximum indemnity of $4,000,000. Forward Purchase Agreement On September 29, 2022, the Company, TopCo, e.GO and Vellar Opportunity Fund SPV LLC – Series 3 (“Vellar”) entered into a Forward Purchase Agreement (the “Forward Purchase Agreement”) for an OTC equity prepaid share forward transaction (the “Forward Purchase Transaction”). Vellar had agreed to waive any redemption rights with respect to any shares of the Company and shares of TopCo following the Closing of the e.GO Business Combination (collectively, the “Shares”) in connection with the e.GO Business Combination. Pursuant to the terms of the Forward Purchase Agreement, Vellar intended, but was not obligated, to purchase through a broker in the open market from Public Stockholders who have redeemed or indicated an intention to redeem, or from the Company, up to an aggregate amount of 15,000,000 shares of Class A common stock (the “Forward Purchase Shares”). Vellar would not beneficially own greater than 9.9% of the Shares on a post-combination pro forma basis. Upon Closing, or upon the date any assets from the Company’s Trust Account are disbursed in connection with the e.GO Business Combination, Vellar would be paid directly, out of the funds held in the Trust Account, an amount equal to (a) (i) the redemption price of shares of the Company’s Class A common stock redeemed by the Public Stockholders and purchased by Vellar, minus (ii) 10% of such amount and (b) the product of 1,500,000 multiplied by the redemption price of shares of the Company’s Class A common stock indicated to the Public Stockholders prior to the redemption deadline (as consideration for having purchased Class A common stock prior to Closing). From time to time following the Closing, Vellar, in its discretion, could sell the Forward Purchase Shares (such shares sold, the “Vellar Terminated Shares”) without payment obligation to TopCo until such time as the proceeds from the sales equal (i) 10% of the product of the number of the Forward Purchase Shares and the redemption price per share indicated to investors ahead of the Company’s redemption notice deadline or (ii) in the case of an event of default under the Bridge Financing, all amounts that are due to Vellar under such financing. Upon the second anniversary of the Closing, TopCo would have been obligated to pay to Vellar an amount equal to the product of (a) (x) 15,000,000 less (y) the number of Vellar Terminated Shares multiplied by (b) $2.50. Vellar could freely transfer or assign its rights under the Forward Purchase Agreement if the number of the Forward Purchase Shares it acquired would exceed 9.9% on a post-e.GO Business Combination basis. On March 3, 2023, the Forward Purchase Agreement was terminated.

Stockholders_ Deficit

Stockholders’ Deficit	12 Months Ended
Stockholders’ Deficit	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Class A Common Stock Pursuant to the e.GO Business Combination, if approved by the Company’s stockholders, at Closing, each issued and outstanding share of the Company’s Class A common stock will be automatically cancelled and extinguished and converted into one share the Surviving Company Common Stock. Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The Company’s amended and restated certificate of incorporation provides that the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, approximately 26.0% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Pursuant to the e.GO Business Combination, if approved by the Company’s stockholders, at Closing, each issued and outstanding shares of Class B common stock will be automatically cancelled and extinguished and converted into a number of shares of Surviving Company Common Stock calculated as the sum of (x) one plus (y) the lower of (a) the total amount funded under the Bridge Financing divided by $15,000,000 and multiplied with one-fifth and (b) one-fifth, and, immediately thereafter, each of the resulting shares of Surviving Company Common Stock will be exchanged for one TopCo Ordinary Share. Preferred Stock Warrants The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the offer and sale of the shares of common stock issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreements. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the offer and sale of 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 offer and sale of the shares of common stock issuable upon exercise of the Warrants is not effective within a specified period following the consummation of a Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Warrants on a cashless basis. Once the Warrants become exercisable, the Company may redeem the Warrants: ● in whole and not in part; ● at a price of $0.01 per Warrant; ● upon not less than 30 days’ prior written notice of redemption, to each Warrant holder; and ● if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the Warrant holders. If and when the Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares upon exercise of the Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the Public Warrant agreement and Private 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 share dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Warrants will not be adjusted for issuances of shares 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 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such 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 interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable at the election of the holder on a “cashless basis”. Neither the Private Placement Warrants nor the Public Warrants contain any provision that change dependent upon the characteristics of the holder of the Warrant.

Income Taxes

Income Taxes	12 Months Ended
Income Taxes	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 8. INCOME TAXES The Company’s net deferred tax assets are as follows: December 31, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ — Startup Costs 972,202 48,951 Total deferred tax assets 972,202 48,951 Valuation allowance (972,202 ) (33,652 ) Deferred tax assets, net of allowance $ — $ 15,299 The income tax provision for the year ended December 31, 2022 and for the period from June 4, 2021 (inception) through December 31, 2021 consists of the following: December 31, December 31, 2022 2021 Federal Current $ 690,232 $ — Deferred (953,550 ) (48,951 ) State Current $ — $ — Deferred — — Change in valuation allowance 953,550 33,652 Income tax provision $ 690,232 $ (15,299 ) As of December 31, 2022 and 2021, the Company had a total of $72,851 and $0, 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. In assessing the realization of the deferred tax assets, the Company 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. The Company 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, the Company 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 period from June 4, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $33,652. For the year ended December 31, 2022, the change in the valuation allowance was $953,550. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Transaction costs warrants 0.0 % 0.0 % Change in fair value of warrants (4.1 )% 0.0 % Change in valuation allowance (61.3 )% (14.4 )% Income tax provision (44.4 )% 6.6 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction costs associated with warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
Fair Value Measurements	Dec. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. 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 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 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 Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2022 the assets held in the Trust Account were held in an operating bank account. At December 31, 2021, the assets held in the Trust Account were held in treasury funds. As of December 31, 2022 the Company’s cash and investments held in the Trust account were classified as cash. At December 31, 2021, the Company’s cash and investments held in the Trust Account are classified as trading securities. The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Quoted Significant Significant Active Observable Unobservable December 31, 2022 Level (Level 1) (Level 2) (Level 3) Assets: Marketable securities held in Trust Account 1 — — — Liabilities: Derivative liability – Forward Purchase Agreement 3 — — $ 1,730,000 Quoted Significant Significant Active Observable Unobservable December 31, 2021 Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 234,604,169 — — The Company utilizes a Put Model Option to value its forward purchase agreement at each reporting period, with changes in fair value recognized in the statements of operations. The estimated fair value of the forward purchase agreement liabilities is determined using Level 3 inputs. Inherent in put options pricing model are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the forward purchase agreement. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the forward purchase agreement. The expected life of the forward purchase agreement is assumed to be equivalent to their remaining contractual term. For the year ended December 31, 2022 and 2021, there were no transfers between Levels 1, 2 or 3. The following table provides quantitative information regarding Level 3 fair value measurements: September 29, December 31, Risk-free interest rate 4.20 % 4.40 % Term 2.51 2.25 Expected volatility 69.80 % 78.20 % Exercise price $ 2.50 $ 2.50 Stock Price $ 10.06 $ 10.38 Probability of transaction 50 % 50 % The following table presents the changes in the fair value of Forward Purchase Agreement: Forward Purchase Agreement Fair value as of September 29, 2022 $ 1,430,000 Change in valuation inputs or other assumptions 300,000 Fair value as of December 31, 2022 1,730,000

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, other than stated below On January 17, 2023, the Company issued an unsecured promissory note to the Sponsor with a principal amount equal to $676,148.88 (the “Extension Note”). On the same date, in connection with advances the Sponsor may make in the future to the Company for working capital expenses in connection with the Company’s initial business combination, the Company issued a separate unsecured promissory note to the Sponsor in the principal amount of up to $400,000.00 (the “Working Capital Note”, together with the Extension Note, the “Notes”). Both Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) the date of the Company’s liquidation. If the Company does not consummate an initial business combination by the Deadline Date, the Notes will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. Notwithstanding the foregoing, under both Notes, following the closing of the Company’s initial business combination, the Sponsor may elect to convert all or any portion of the unpaid principal balance of the Note into units of the post-business combination entity at $10.00 per unit (the “Conversion Units”), with each unit being identical to the private placement units sold to the Sponsor in connection with the Company’s initial public offering. The Conversion Units and their underlying securities are entitled to the registration rights set forth above. On January 17, 2023, the Board determined to implement a first Extension and to extend the Deadline Date for an additional month to February 22, 2023. On the same date, in connection with the Extension and pursuant to the Extension Note, the Board delivered to the Sponsor a written request to draw down $112,691.48 for the first month of the Extension. Upon this written request, the Sponsor funded $112,691.48 to the Company’s trust account on January 23, 2023. On January 24, 2023, the Company issued a press release announcing that on January 23, 2023, the Sponsor deposited $112,691.48 into the Company’s trust account to extend the Deadline Date from January 22, 2023, for an additional month, to February 22, 2023. On January 30, 2023, the Company received notifications via phone calls from the staff of the New York Stock Exchange (the “NYSE”) that it has determined that the Company was not in compliance with the requirements of Section 802.01B of the NYSE Listed Company Manual (the “LCM”), which requires a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly held shares (a “public float”) over a consecutive 30 trading day period of at least $40,000,000. On February 9, 2023, the Company issued a press release announcing that it will transfer its listing to the NYSE American. The Company received written confirmation that it has been cleared to file an initial listing application with the NYSE American on February 6, 2023, and received the final approval for listing from the staff of the NYSE American on February 9, 2023. Following the transfer of its listing, the Company intends to continue to file the same periodic reports and other information it currently files with the Securities and Exchange Commission. On February 14, 2023, the Company voluntarily delisted its securities from the NYSE and the Company’s securities commenced trading on the NYSE American under the same symbols. On February 17, 2023, pursuant to the Charter, the Board determined to implement a second Extension to allow additional time for the Company to complete its initial business combination. In connection with the second Extension and pursuant to the Extension Note, the Board delivered to the Sponsor a written request to draw down $112,691.48 for the second month of the Extension. On the same day, the Sponsor deposited $112,691.48 into the Company’s trust account in connection with the second Extension. On February 20, 2023, the Company issued a press release announcing that its Board has elected to extend the Deadline Date from February 22, 2023 for an additional month to March 22, 2023, the second of six potential one-month extensions of the Deadline Date available to the Company. On March 20, 2023, the Board determined to implement a third Extension to allow additional time for the Company to complete its initial business combination. In connection with the third Extension and pursuant to the Extension Note, the Board delivered to the Sponsor a written request to draw down $112,691.48 for the third month of the Extension. On March 21, 2023, the Sponsor deposited $112,691.48 into the Company’s trust account in connection with the third Extension. On March 22, 2023, the Company issued a press release announcing that its Board has elected to extend the Deadline Date from March 22, 2023 for an additional month to April 22, 2023, the third of six potential one-month extensions of the Deadline Date available to the Company.

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 financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which 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 an emerging growth 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $13,612 and $850,615 of cash as of December 31, 2022 and 2021, respectively, and no cash equivalents.
Cash and Investments Held in Trust Account	Cash and Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2022 and 2021, the Company had $21,752,492 and $234,604,169 in cash and investments held in Trust Account, respectively.
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Total offering cost amounted to $13,116,818, out of which $12,245,042 was charged against the carrying value of Class A common stock upon the completion of the IPO.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for December 31. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s income taxable for federal and state income tax reporting purposes. Total tax provision may differ from the statutory tax rates applied to income before provision for income taxes due principally to expenses charged which are not tax deductible.
Derivative Liabilities	Derivative Liabilities The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company has determined forward purchase agreements are derivative instruments.
Class A common stock subject to possible redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are 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, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock sold in the IPO and over-allotment 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 December 31, 2022 and 2021, 2,048,936 and 23,000,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively. Under ASC 480-10-S99, the Company has elected to recognize changes in redemption value immediately as they occur and adjust the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Immediately upon the closing of the IPO and over-allotment, the Company recognized the accretion from the initial book value to redemption amount value. This method would view the end of the reporting period as if it were also the redemption date of the security. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. As of December 31, 2022 and 2021, the shares of Class A common stock subject to possible redemption reflected on the balance sheets are reconciled on the following table: Gross proceeds $ 230,000,000 Less: Fair value of Public Warrants at issuance (15,310,355 ) Class A shares issuance costs (12,245,042 ) Plus: Add: Accretion of carrying value to redemption value 32,155,397 Class A common stock subject to possible redemption at December 31, 2021 234,600,000 Add: Accretion of carrying value to redemption value 2,465,885 Less: Redemption of common stock subject to possible redemption (216,004,846 ) Class A common stock subject to possible redemption $ 21,061,039
Net Loss per Common Share	Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. On December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of stock. Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,667,519 ) $ (578,626 ) $ (106,139 ) $ (111,662 ) Denominator: Weighted average shares outstanding 23,198,997 8,050,000 8,096,019 7,353,318 Basic and diluted net loss per common share $ (0.07 ) $ (0.07 ) $ (0.01 ) $ (0.01 )
Accounting for Warrants	Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants and Private Placement Warrants (defined below) issued pursuant to the warrant agreements qualify for equity accounting treatment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management 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 financial statements.
Franchise Taxes	Franchise Taxes The Company is subject to a franchise tax administered by the Delaware Division of Corporations. The Company estimates its franchise tax liability for the year ended December 31, 2022, to be $200,000. As of December 31, 2022, the Company has $58,857 accrued for franchise taxes. For the year ended December 31, 2022, the Company received a refund for the prior tax year ended December 31, 2021, in the amount of $22,476. The current period franchise tax is recorded net of the refund received.

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 class A common stock reflected on the balance sheet	Gross proceeds $ 230,000,000 Less: Fair value of Public Warrants at issuance (15,310,355 ) Class A shares issuance costs (12,245,042 ) Plus: Add: Accretion of carrying value to redemption value 32,155,397 Class A common stock subject to possible redemption at December 31, 2021 234,600,000 Add: Accretion of carrying value to redemption value 2,465,885 Less: Redemption of common stock subject to possible redemption (216,004,846 ) Class A common stock subject to possible redemption $ 21,061,039
Schedule of basic and diluted net loss per share	Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,667,519 ) $ (578,626 ) $ (106,139 ) $ (111,662 ) Denominator: Weighted average shares outstanding 23,198,997 8,050,000 8,096,019 7,353,318 Basic and diluted net loss per common share $ (0.07 ) $ (0.07 ) $ (0.01 ) $ (0.01 )

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
Income Taxes (Tables)	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of company’s net deferred tax assets	December 31, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ — Startup Costs 972,202 48,951 Total deferred tax assets 972,202 48,951 Valuation allowance (972,202 ) (33,652 ) Deferred tax assets, net of allowance $ — $ 15,299
Schedule of income tax provision	December 31, December 31, 2022 2021 Federal Current $ 690,232 $ — Deferred (953,550 ) (48,951 ) State Current $ — $ — Deferred — — Change in valuation allowance 953,550 33,652 Income tax provision $ 690,232 $ (15,299 )
Schedule of reconciliation of the federal income tax rate	December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Transaction costs warrants 0.0 % 0.0 % Change in fair value of warrants (4.1 )% 0.0 % Change in valuation allowance (61.3 )% (14.4 )% Income tax provision (44.4 )% 6.6 %

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 liabilities that are measured at fair value	Quoted Significant Significant Active Observable Unobservable December 31, 2022 Level (Level 1) (Level 2) (Level 3) Assets: Marketable securities held in Trust Account 1 — — — Liabilities: Derivative liability – Forward Purchase Agreement 3 — — $ 1,730,000 Quoted Significant Significant Active Observable Unobservable December 31, 2021 Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 234,604,169 — —
Schedule of provides quantitative information	September 29, December 31, Risk-free interest rate 4.20 % 4.40 % Term 2.51 2.25 Expected volatility 69.80 % 78.20 % Exercise price $ 2.50 $ 2.50 Stock Price $ 10.06 $ 10.38 Probability of transaction 50 % 50 %
Schedule of changes in the fair value of forward purchase agreement	Forward Purchase Agreement Fair value as of September 29, 2022 $ 1,430,000 Change in valuation inputs or other assumptions 300,000 Fair value as of December 31, 2022 1,730,000

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)	1 Months Ended		7 Months Ended	12 Months Ended
	Dec. 16, 2022	Oct. 22, 2021	Dec. 31, 2021	Dec. 31, 2022
Description of Organization and Business Operations (Details) [Line Items]
Gross proceeds			$ 25,000
Offering costs				13,116,818
Underwriting fees				4,000,000
Deferred underwriting fees				8,650,000
Other offering costs				$ 466,818
Fair market value percentage assets held in the trust account				80%
Public share price (in Dollars per share)				$ 10.2
Net tangible assets				$ 5,000,001
Public share, percentage				15%
Public shares redeem percentage				100%
Contribution description	the Company issued a press release announcing that, if the Extension Amendment is approved at the Extension Meeting and the Extension is implemented, the Sponsor or its designees will deposit into the Trust Account as a loan (a “Contribution”, and the Sponsor or its designee making such Contribution, a “Contributor”), the lesser of (x) $121,000 or (y) $0.055 per public share multiplied by the number of public shares outstanding, on each of the following dates: (i) January 23, 2023; and (ii) one business day following the public announcement by the Company disclosing that Athena’s board of directors has determined to extend the Deadline Date for an additional month in accordance with the Extension (each date on which a Contribution is to be deposited into the Trust Account, a “Contribution Date”).
Public share held in the Trust Account. (in Dollars per share)				$ 10.2
U.S. federal excise tax percentage				1%
Excise tax percentage				1%
Operating bank amount				$ 13,612
Assets held in the trust account				21,752,492
Working capital cash				3,763,102
Deposit amount				$ 3,259,199
Ownership [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination acquires percentage				50%
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)		23,000,000
Shares issued price per share (in Dollars per share)		$ 10
Gross proceeds		$ 230,000,000
Sale of stock price (in Dollars per share)				$ 10.2
Net proceeds				$ 234,600,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)		1,060,000
Sale of stock units (in Shares)				1,060,000
Sale of stock price (in Dollars per share)				$ 10
Generating gross proceeds				$ 10,600,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Deferred underwriting fees				$ 8,650,000
Business combination, description				If the Company is unable to complete a Business Combination by April 22, 2023, 18 months from the closing of the IPO (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Cash	$ 850,615	$ 13,612
Cash and investments held in trust account	234,604,169	21,752,492
Offering costs		13,116,818
Federal depository insurance corporation coverage limit		250,000
Common stock subject to possible redemption	2,048,936
Franchise tax liability		200,000
Accrued franchise taxes		58,857
Refund for prior tax	$ 22,476
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs		12,245,042
Common stock subject to possible redemption		$ 23,000,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of class A common stock reflected on the balance sheet - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule of Class A Common Stock Reflected on the Balance Sheet [Abstract]
Gross proceeds	$ 230,000,000
Fair value of Public Warrants at issuance	(15,310,355)
Class A shares issuance costs	(12,245,042)
Add: Accretion of carrying value to redemption value	32,155,397	$ 2,465,885
Class A common stock subject to possible redemption	$ 234,600,000	21,061,039
Less: Redemption of common stock subject to possible redemption		$ (216,004,846)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share [Line Items]
Allocation of net loss, as adjusted	$ (106,139)	$ (1,667,519)
Weighted average shares outstanding	8,096,019	23,198,997
Basic and diluted net loss per common share	$ (0.01)	$ (0.07)
Class B Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share [Line Items]
Allocation of net loss, as adjusted	$ (111,662)	$ (578,626)
Weighted average shares outstanding	7,353,318	8,050,000
Basic and diluted net loss per common share	$ (0.01)	$ (0.07)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) - $ / shares	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items]
Diluted net loss per share	$ (0.01)	$ (0.07)
Class B Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share (Parentheticals) [Line Items]
Diluted net loss per share	$ (0.01)	$ (0.07)

Initial Public Offering and O_2

Initial Public Offering and Over-Allotment (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Sep. 29, 2022
Initial Public Offering and Over-Allotment (Details) [Line Items]
Price per share	$ 10.38	$ 10.06
Over-Allotment Option [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Sale of units (in Shares)	23,000,000
Sales price per share	$ 10
Initial Public Offering [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Sale of stock, description	Each Unit consists of one share of Class A common stock and one-half a redeemable warrant (each, a “Public Warrant”).
Class A Common Stock [Member]
Initial Public Offering and Over-Allotment (Details) [Line Items]
Price per share	$ 11.5

Private Placement (Details)

Private Placement (Details) - USD ($)	1 Months Ended
Private Placement (Details) - USD ($)	Oct. 22, 2021	Dec. 31, 2022
Private Placement [Member]
Private Placement (Details) [Line Items]
Sale of units (in Shares)	1,060,000
Price per share	$ 10
Gross proceeds amount (in Dollars)	$ 10,600,000
Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Price per share		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		1 Months Ended		7 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Jun. 03, 2021	Sep. 23, 2021	Jun. 24, 2021	Dec. 31, 2021	Dec. 31, 2022	Oct. 22, 2021
Related Party Transactions (Details) [Line Items]
Sponsor repaid amount			$ 25,000
Sponsor shares (in Shares)	5,900,000
Stock split description		On September 23, 2021, the Company effected a 1.36440678 for 1 stock split of its common stock so that the Sponsor owns an aggregate of 8,050,000 Founder Shares.
Borrowed amount						$ 117,994
Outstanding balance
Working capital loans					$ 1,500,000
Price per shares (in Dollars per share)					$ 10
Sponsor Fees					$ 10,000
Support services incurred amount					$ 120,000
Incurred cost				$ 30,000
Maximum [Member]
Related Party Transactions (Details) [Line Items]
Ordinary share issued percentage					75%
Minimum [Member]
Related Party Transactions (Details) [Line Items]
Ordinary share issued percentage					25%
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor paid per share (in Dollars per share)					$ 0.003
Agreed to forfeit (in Shares)					1,050,000
Sponsor [Member] \| Class B common stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock shares (in Shares)	5,900,000
Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Aggregate cover expenses	$ 300,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		1 Months Ended		12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 08, 2022	Jul. 28, 2022	Oct. 22, 2021	Dec. 31, 2022
Commitments and Contingencies (Details) [Line Items]
Underwriting discount				$ 0.2
Underwriting commissions	$ 8,650,000
Total deferred fee				8,650,000
Deferred portion				8,050,000
Deferred cash discount				600,000
Aggregate consideration amount		$ 800,000,000
Unvested shares (in Shares)		30,000,000
Total funded amount				15,000,000
Aggregate indemnity amount				$ 4,000,000
Purchase share percentage				9.90%
Public stockholders percentage				10%
Redemption price of share (in Shares)				1,500,000
Forward purchase agreement description				Upon the second anniversary of the Closing, TopCo would have been obligated to pay to Vellar an amount equal to the product of (a) (x) 15,000,000 less (y) the number of Vellar Terminated Shares multiplied by (b) $2.50. Vellar could freely transfer or assign its rights under the Forward Purchase Agreement if the number of the Forward Purchase Shares it acquired would exceed 9.9% on a post-e.
Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Converted common stock share (in Shares)		1
Exchanged ordinary share (in Shares)		1
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Additional units (in Shares)				3,000,000
Purchasing units (in Shares)			3,000,000
Cash underwriting discount price per share (in Dollars per share)				$ 0.2
Business combination				$ 600,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriter exercise price				$ 4,000,000
Underwriting commissions per unit (in Dollars per share)				$ 0.35
Underwriting commissions				$ 8,050,000
Aggregate ordinary share (in Shares)			23,000,000
Forward Purchase Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Public stockholders percentage				10%
Class A Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Converted common stock share (in Shares)		1
Class A Common Stock [Member] \| Forward Purchase Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Purchasing units (in Shares)				15,000,000
Sponsor [Member]
Commitments and Contingencies (Details) [Line Items]
Ordinary share issued percentage		75%
Topco [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate ordinary share (in Shares)		79,019,608
Bridge Financing [Member]
Commitments and Contingencies (Details) [Line Items]
Total funded amount		$ 15,000,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - USD ($)	7 Months Ended	12 Months Ended
Stockholders’ Deficit (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2022
Stockholders’ Deficit (Details) [Line Items]
Stockholders’ equity , description		The Company’s amended and restated certificate of incorporation provides that the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, approximately 26.0% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.
Total funded amount (in Dollars)		$ 15,000,000
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Warrants exercisable, description		Once the Warrants become exercisable, the Company may redeem the Warrants: ●in whole and not in part; ●at a price of $0.01 per Warrant; ●upon not less than 30 days’ prior written notice of redemption, to each Warrant holder; and ●if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the Warrant holders.
Business combination of common stock, description		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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such 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 interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price.
Warrants [Member]
Stockholders’ Deficit (Details) [Line Items]
Public warrants		11,500,000
Placement warrants	530,000
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
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 outstanding	1,060,000	1,060,000
Common stock subject to possible redemption, redemption value	23,000,000	2,048,936
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock shares authorized	10,000,000	10,000,000
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock shares outstanding	8,050,000	8,050,000
Common stock voting rights	one	one

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Taxes (Details) [Line Items]
Valuation allowance	$ 953,550	$ 33,652
U.S. federal [Member]
Income Taxes (Details) [Line Items]
Net operating loss	$ 72,851	$ 0

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of company’s net deferred tax assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforward
Startup Costs	972,202	48,951
Total deferred tax assets	972,202	48,951
Valuation allowance	(972,202)	(33,652)
Deferred tax assets, net of allowance		$ 15,299

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of income tax provision - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Federal
Current		$ 690,232
Deferred	(48,951)	(953,550)
State
Current
Deferred
Change in valuation allowance	33,652	953,550
Income tax provision	$ (15,299)	$ 690,232

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of reconciliation of the federal income tax rate	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule of Reconciliation of The Federal Income Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%
Transaction costs warrants	0%	0%
Change in fair value of warrants	0%	(4.10%)
Change in valuation allowance	(14.40%)	(61.30%)
Income tax provision	6.60%	(44.40%)

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of company’s liabilities that are measured at fair value - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Marketable securities held in Trust Account
Liabilities:
Derivative liability – Forward Purchase Agreement
Assets:
U.S. Treasury Securities		$ 234,604,169
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Marketable securities held in Trust Account
Liabilities:
Derivative liability – Forward Purchase Agreement
Assets:
U.S. Treasury Securities
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Marketable securities held in Trust Account
Liabilities:
Derivative liability – Forward Purchase Agreement	$ 1,730,000
Assets:
U.S. Treasury Securities

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of provides quantitative information - $ / shares	Dec. 31, 2022	Sep. 29, 2022
Schedule of Provides Quantitative Information [Abstract]
Risk-free interest rate	4.40%	4.20%
Term	2 years 3 months	2 years 6 months 3 days
Expected volatility	78.20%	69.80%
Exercise price (in Dollars per share)	$ 2.5	$ 2.5
Stock Price (in Dollars per share)	$ 10.38	$ 10.06
Probability of transaction	50%	50%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in the fair value of forward purchase agreement	12 Months Ended
	Dec. 31, 2022 USD ($)
Schedule of Changes in the Fair Value of Forward Purchase Agreement [Abstract]
Fair value as of September 29, 2022	$ 1,430,000
Change in valuation inputs or other assumptions	300,000
Fair value as of September 30, 2022	$ 1,730,000

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	1 Months Ended
	Mar. 21, 2023	Feb. 17, 2023	Jan. 30, 2023	Jan. 23, 2023	Jan. 17, 2023	Mar. 20, 2023
Subsequent Events (Details) [Line Items]
Principal amount					$ 676,148.88
Coversion per unit (in Dollars per share)					$ 10
Draw down value		$ 112,691.48			$ 112,691.48	$ 112,691.48
Sponsor funded amount					112,691.48
Sponsor deposited	$ 112,691.48	$ 112,691.48		$ 112,691.48
Deadline date description				the Company’s trust account to extend the Deadline Date from January 22, 2023, for an additional month, to February 22, 2023.
Market capital amount			$ 40,000,000
Sponsor [Member]
Subsequent Events (Details) [Line Items]
Principal amount					$ 400,000