Alternus Clean Energy (ALCE) 10-Q14 Aug 232023 Q2 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Aug. 14, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-41306
Entity Registrant Name	Clean Earth Acquisitions Corp.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-1431377
Entity Address, Address Line One	12600 Hill Country Blvd
Entity Address, Address Line Two	Building R
Entity Address, Address Line Three	Suite 275
Entity Address, City or Town	Bee Cave
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	78738
City Area Code	800
Local Phone Number	508-1531
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001883984
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	CLIN
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		9,037,563
Warrants, each whole warrant exercisable for one share of Class A Common Stock
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock
Trading Symbol	CLINW
Security Exchange Name	NASDAQ
Rights to acquire one-tenth (1/10) of one share of Class A Common Stock
Document and Entity Information
Title of 12(b) Security	Rights to acquire one-tenth (1/10) of one share of Class A Common Stock
Trading Symbol	CLINR
Security Exchange Name	NASDAQ
Units, each consisting of one share of Class A Common Stock, $0.0001 par value per share, one Right and one-half of one redeemable Warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value per share, one Right and one-half of one redeemable Warrant
Trading Symbol	CLINU
Security Exchange Name	NASDAQ
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		7,666,667

UNAUDITED CONDENSED BALANCE SHE

UNAUDITED CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 101,018	$ 630,460
Prepaid expenses	101,326	298,172
Other receivable		7,462
Marketable securities held in Trust Account	84,940,910	235,586,028
Total current assets	85,143,254	236,522,122
Total Assets	85,143,254	236,522,122
Current liabilities
Accrued expenses	647,258	613,653
Income and franchise taxes payable	115,859	849,331
Accrued legal expenses	580,240	572,307
Accounts payable	81,518	47,919
Accrued offering costs	542,981	542,981
Promissory note - related party	1,006,170	806,170
Deferred underwriter fee payable	805,000	4,427,500
Total current liabilities	3,779,026	7,859,861
Total Liabilities	3,779,026	7,859,861
Commitments and Contingencies
Stockholders' Deficit
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(3,577,538)	(6,924,623)
Total Stockholders' Deficit	(3,576,682)	(6,923,767)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	85,143,254	236,522,122
Class A common stock subject to possible redemption
Current liabilities
Class A common stock subject to possible redemption; $0.0001 par value; 100,000,000 shares authorized; 8,147,563 and 23,000,000 shares issued and outstanding at redemption value as of June 30, 2023 and December 31, 2022, respectively	84,940,910	235,586,028
Class A common stock not subject to possible redemption
Stockholders' Deficit
Common stock	89	89
Class B common stock
Stockholders' Deficit
Common stock	$ 767	$ 767

UNAUDITED CONDENSED BALANCE S_2

UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Temporary equity, shares outstanding	8,147,563	23,000,000
Class A common stock
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Temporary equity, par value (in dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	100,000,000	100,000,000
Class A common stock subject to possible redemption
Temporary equity, shares issued	8,147,563	23,000,000
Temporary equity, shares outstanding	8,147,563	23,000,000
Class A common stock not subject to possible redemption
Common shares, shares issued	890,000	890,000
Common shares, shares outstanding	890,000	890,000
Class B common stock
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	10,000,000	10,000,000
Common shares, shares issued	7,666,667	7,666,667
Common shares, shares outstanding	7,666,667	7,666,667

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Franchise tax expense	$ 50,000	$ 48,460	$ 100,000	$ 100,000
Bank fees		163	7,462	376
Insurance expense	106,521	106,521	213,041	147,100
Dues and subscriptions	16,108	6,390	160,548	56,931
Marketing and advertising expenses	11,321	12,545	15,795	12,944
Legal and accounting expenses	253,393	562,957	376,858	681,065
Listing fee, general and administrative expenses	17,593		34,887
Loss from operations	(454,936)	(737,036)	(908,591)	(998,417)
Other income:
Dividend income on marketable securities held in Trust Account	1,713,104	313,681	3,109,073	335,059
Realized gains on marketable securities held in Trust Account	449,457		1,663,187
Interest income on operating account	5		38
Other income	2,162,566	313,681	4,772,298	335,059
Income (loss) before provision for income taxes	1,707,630	(423,355)	3,863,707	(663,358)
Provision for income taxes	(349,253)	(49,362)	(631,913)	(49,362)
Net income (loss)	1,358,377	(472,717)	3,231,794	(712,720)
Redeemable Class A common stock
Other income:
Net income (loss)	$ 1,271,476	$ (259,483)	$ 3,314,186	$ 10,317,889
Basic, weighted average shares outstanding	17,124,311	23,000,000	20,045,924	15,629,834
Diluted, weighted average shares outstanding	17,124,311	23,000,000	20,045,924	15,629,834
Basic, net income (loss) per share	$ 0.07	$ (0.01)	$ 0.17	$ 0.66
Diluted, net income (loss) per share	$ 0.07	$ (0.01)	$ 0.17	$ 0.66
Non-redeemable Class A and Class B common stock
Other income:
Net income (loss)	$ 86,901	$ (213,234)	$ (82,392)	$ (11,030,609)
Basic, weighted average shares outstanding	8,556,667	8,556,667	8,556,667	8,271,474
Diluted, weighted average shares outstanding	8,556,667	8,556,667	8,556,667	8,271,474
Basic, net income (loss) per share	$ 0.01	$ (0.02)	$ (0.01)	$ (1.33)
Diluted, net income (loss) per share	$ 0.01	$ (0.02)	$ (0.01)	$ (1.33)

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($)	Class A common stock Common Stock	Class A common stock subject to possible redemption Common Stock	Class A common stock subject to possible redemption	Class B common stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2021	$ 0			$ 767	$ 24,233	$ (2,546)	$ 22,454
Balance at the beginning (in shares) at Dec. 31, 2021	0			7,666,667
Temporary equity, Balance at the beginning at Dec. 31, 2021		$ 0
Temporary equity, Balance at the beginning (in shares) at Dec. 31, 2021		0
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Temporary equity, Issuance of Class A common stock in initial public offering		$ 192,766,854
Temporary equity, Issuance of Class A common stock in initial public offering (in shares)		23,000,000
Issuance of Class A common stock in initial public offering					23,227,765		23,227,765
Sale of private placement units	$ 89				8,899,911		8,900,000
Sale of private placement units (in shares)	890,000
Remeasurement of Class A common stock to redemption value		$ 39,554,524			(32,151,909)	(7,402,615)	(39,554,524)
Net income (loss)						(240,003)	(240,003)
Temporary equity, Balance at the end at Mar. 31, 2022		$ 232,321,378
Temporary equity, Balance at the end (in shares) at Mar. 31, 2022		23,000,000
Balance at the end at Mar. 31, 2022	$ 89			$ 767		(7,645,164)	(7,644,308)
Balance at the end (in shares) at Mar. 31, 2022	890,000			7,666,667
Balance at the beginning at Dec. 31, 2021	$ 0			$ 767	24,233	(2,546)	22,454
Balance at the beginning (in shares) at Dec. 31, 2021	0			7,666,667
Temporary equity, Balance at the beginning at Dec. 31, 2021		$ 0
Temporary equity, Balance at the beginning (in shares) at Dec. 31, 2021		0
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Net income (loss)							(712,720)
Temporary equity, Balance at the end at Jun. 30, 2022		$ 232,635,059
Temporary equity, Balance at the end (in shares) at Jun. 30, 2022		23,000,000
Balance at the end at Jun. 30, 2022	$ 89			$ 767	0	(8,431,562)	(8,430,706)
Balance at the end (in shares) at Jun. 30, 2022	890,000			7,666,667
Balance at the beginning at Dec. 31, 2021	$ 0			$ 767	24,233	(2,546)	$ 22,454
Balance at the beginning (in shares) at Dec. 31, 2021	0			7,666,667
Temporary equity, Balance at the beginning at Dec. 31, 2021		$ 0
Temporary equity, Balance at the beginning (in shares) at Dec. 31, 2021		0
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Remeasurement of Class A common stock to redemption value			$ 42,756,441
Temporary equity, Balance at the end at Dec. 31, 2022		$ 235,586,028	$ 235,586,028
Temporary equity, Balance at the end (in shares) at Dec. 31, 2022		23,000,000	23,000,000				23,000,000
Balance at the end at Dec. 31, 2022	$ 89			$ 767		(6,924,623)	$ (6,923,767)
Balance at the end (in shares) at Dec. 31, 2022	890,000			7,666,667
Balance at the beginning at Mar. 31, 2022	$ 89			$ 767		(7,645,164)	(7,644,308)
Balance at the beginning (in shares) at Mar. 31, 2022	890,000			7,666,667
Temporary equity, Balance at the beginning at Mar. 31, 2022		$ 232,321,378
Temporary equity, Balance at the beginning (in shares) at Mar. 31, 2022		23,000,000
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Remeasurement of Class A common stock to redemption value		$ 313,681				(313,681)	(313,681)
Net income (loss)						(472,717)	(472,717)
Temporary equity, Balance at the end at Jun. 30, 2022		$ 232,635,059
Temporary equity, Balance at the end (in shares) at Jun. 30, 2022		23,000,000
Balance at the end at Jun. 30, 2022	$ 89			$ 767	$ 0	(8,431,562)	(8,430,706)
Balance at the end (in shares) at Jun. 30, 2022	890,000			7,666,667
Balance at the beginning at Dec. 31, 2022	$ 89			$ 767		(6,924,623)	$ (6,923,767)
Balance at the beginning (in shares) at Dec. 31, 2022	890,000			7,666,667
Temporary equity, Balance at the beginning at Dec. 31, 2022		$ 235,586,028	$ 235,586,028
Temporary equity, Balance at the beginning (in shares) at Dec. 31, 2022		23,000,000	23,000,000				23,000,000
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Remeasurement of Class A common stock to redemption value		$ 2,409,648	$ 2,409,648			(2,409,648)	$ (2,409,648)
Net income (loss)						1,873,417	1,873,417
Temporary equity, Balance at the end at Mar. 31, 2023		$ 237,995,676	237,995,676
Temporary equity, Balance at the end (in shares) at Mar. 31, 2023		23,000,000
Balance at the end at Mar. 31, 2023	$ 89			$ 767		(7,460,854)	(7,459,998)
Balance at the end (in shares) at Mar. 31, 2023	890,000			7,666,667
Balance at the beginning at Dec. 31, 2022	$ 89			$ 767		(6,924,623)	$ (6,923,767)
Balance at the beginning (in shares) at Dec. 31, 2022	890,000			7,666,667
Temporary equity, Balance at the beginning at Dec. 31, 2022		$ 235,586,028	$ 235,586,028
Temporary equity, Balance at the beginning (in shares) at Dec. 31, 2022		23,000,000	23,000,000				23,000,000
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Net income (loss)							$ 3,231,794
Temporary equity, Balance at the end at Jun. 30, 2023		$ 84,940,910	$ 84,940,910
Temporary equity, Balance at the end (in shares) at Jun. 30, 2023		8,147,563	8,147,563				8,147,563
Balance at the end at Jun. 30, 2023	$ 89			$ 767		(3,577,538)	$ (3,576,682)
Balance at the end (in shares) at Jun. 30, 2023	890,000			7,666,667
Balance at the beginning at Mar. 31, 2023	$ 89			$ 767		(7,460,854)	(7,459,998)
Balance at the beginning (in shares) at Mar. 31, 2023	890,000			7,666,667
Temporary equity, Balance at the beginning at Mar. 31, 2023		$ 237,995,676	$ 237,995,676
Temporary equity, Balance at the beginning (in shares) at Mar. 31, 2023		23,000,000
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT
Redemption of Class A common stock		$ (154,152,327)
Redemption of Class A common stock (shares)		(14,852,437)
Deferred underwriter fee payable forfeiture						3,622,500	3,622,500
Remeasurement of Class A common stock to redemption value		$ 1,097,561	(1,097,561)			(1,097,561)	(1,097,561)
Net income (loss)						1,358,377	$ 1,358,377
Temporary equity, Balance at the end at Jun. 30, 2023		$ 84,940,910	$ 84,940,910
Temporary equity, Balance at the end (in shares) at Jun. 30, 2023		8,147,563	8,147,563				8,147,563
Balance at the end at Jun. 30, 2023	$ 89			$ 767		$ (3,577,538)	$ (3,576,682)
Balance at the end (in shares) at Jun. 30, 2023	890,000			7,666,667

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 3,231,794	$ (712,720)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Dividend income on marketable securities held in Trust Account		(335,059)
Realized gains on marketable securities held in Trust Account	(1,663,187)
Changes in operating assets and liabilities:
Prepaid expenses	196,846	(492,024)
Accounts payable	33,599	45,674
Accrued expenses	33,605	(692)
Accrued tax expenses	(733,472)	149,362
Accrued legal fees	7,933	390,517
Other receivables	7,462
Net cash provided by (used in) operating activities	1,114,580	(954,942)
Cash Flows from Investing Activities:
Sale of marketable securities held in Trust Account	628,865,756
Purchase of marketable securities held in Trust Account	(474,195,780)
Dividends reinvested in marketable securities held in Trust Account	(2,522,690)
Investment of cash in Trust Account		(232,300,000)
Contributions to Trust Account	161,019
Net cash provided by (used in) investing activities	152,308,305	(232,300,000)
Cash Flows from Financing Activities:
Payment of Class A common stock redemptions	(154,152,327)
Proceeds from promissory note - related party	200,000	100,000
Proceeds from issuance of units		230,000,000
Proceeds from sale of private placement units		8,900,000
Payment of underwriting fee		(4,600,000)
Payment of promissory note - related party		(225,000)
Proceeds from related party receivable		189
Payment of deferred offering costs		(274,903)
Net cash (used in) provided by financing activities	(153,952,327)	233,900,286
Net Change in Cash	(529,442)	645,344
Cash - Beginning	630,460	33,912
Cash - Ending	101,018	679,256
Non-Cash Investing and Financing Activities:
Remeasurement of Class A common stock subject to possible redemption	3,507,208	39,554,524
Deferred underwriter fee payable		8,050,000
Waiver of deferred underwriter fee payable	3,622,500
Deferred offering costs included in accrued offering costs		$ 396,588
Supplemental Cash Flow Information:
Cash paid for taxes	$ 1,265,000

Description of Organization and

Description of Organization and Business Operations	6 Months Ended
Description of Organization and Business Operations	Jun. 30, 2023
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1. Description of Organization and Business Operations Clean Earth Acquisitions Corp. (the “Company”) was incorporated in Delaware on May 14, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). As of June 30, 2023, the Company had not commenced any operations. All activity through June 30, 2023, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and following the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering placed in the Trust Account (described below). The registration statement for the Company’s Initial Public Offering was declared effective on February 23, 2022 (the “Effective Date”). On February 28, 2022, the Company consummated the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 890,000 Private Placement Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement with Clean Earth Acquisitions Sponsor, LLC (the “Sponsor”) generating proceeds of $8,900,000 from the sale of the Private Units. Following the closing of the Initial Public Offering on February 28, 2022, $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”), located in the United States which have been 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 money market funds selected by the Company meeting the conditions of Rule 2a-7(d) of the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by the Termination Date (defined below). On October 12, 2022, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with Alternus Energy Group Plc (the “Seller” or “Alternus”). Pursuant to the Business Combination Agreement, we will acquire certain subsidiaries of the Seller, for up to 90,000,000 shares. Initially, we will issue 55,000,000 shares at closing (subject to a working capital adjustment capped at 1,000,000 additional shares) plus up to 35,000,000 shares subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain conditions are met. On April 12, 2023, the Company entered into the First Amendment to the Business Combination Agreement (the “First Amendment”), which amends certain provisions of the Business Combination Agreement. The Business Combination Agreement had contemplated that the Company would issue to the Seller a number of shares of Class A common stock valued at $10 per share equal to $550,000,000 plus or minus an estimated working capital adjustment (which will be not greater or less than $10,000,000), of which 1,000,000 shares of Common Stock will be deposited into a working capital escrow account to satisfy any post-closing working capital adjustments. The First Amendment amended the Business Combination Agreement by reducing the $550,000,000 amount to $275,000,000. In addition, the Business Combination Agreement had contemplated that 35,000,000 shares of Class A common stock would be deposited into an earnout escrow account and will be released, in whole or part, to the Seller if certain earnout milestones are met. The First Amendment amended the Business Combination Agreement by (i) reducing the 35,000,000 shares to 20,000,000 shares and (ii) modifying the earnout milestones as provided in the First Amendment. The closing of the transactions contemplated by the Business Combination Agreement is subject to customary closing conditions as set forth in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, we entered into (A) a Sponsor Support Agreement with the sponsor and the Seller pursuant to which the sponsor agreed to vote in favor of the Business Combination, waive its redemption rights, agree to not transfer securities of the Company, and waive any anti-dilution or similar protections with respect to founder shares; and (B) an Investor Rights Agreement with the sponsor and the Seller, which provides for certain governance requirements, registration rights and a lockup agreement. The closing of the transactions contemplated by the Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private 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 a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-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. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, the Company’s stockholders prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and the Company in the Business Combination transaction. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. Except as required by law or the rules of Nasdaq, the decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares, Private Shares and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to consummate a Business Combination, and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the public stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by the Termination Date, 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 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 to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the 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 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 accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On May 25, 2023, the Company and Alternus executed a mutual written consent pursuant to which the Company and Alternus agreed to extend the Termination Date (as defined in the Business Combination Agreement) to November 28, 2023 (the “Termination Date”). On May 25, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), during which the Company’s stockholders approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s amended and restated certificate of incorporation to give the Company the right to extend the date by which it has to consummate a business combination up to six times, from May 28, 2023 to November 28, 2023, composed of six one-month extensions (each an “Extension,” and the end date of each Extension, the “ ” In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 14,852,437 shares of Class A Common Stock at a redemption price of approximately $10.38 per share (the “Redemption”), for an aggregate redemption amount of $154,152,327. Following the Redemption, $84,562,944 remained in the Company’s trust account (the “Trust Account”), not including any Extension Payments, as described above. Risks and Uncertainties The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our common shares to be adversely affected. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Going Concern As of June 30, 2023, the Company had $101,018 of operating cash and a working capital deficit of $2,771,682 . At June 30, 2023, working capital deficit excludes the amount of Marketable Securities held in Trust Account and Deferred Underwriting Fees Payable. The Company classified the Marketable Securities held in Trust Account as a current asset as the Company has less than 12 months from the balance sheet date to consummate a Business Combination, at which point, if the Company did not find a Business Combination partner, the Company would cease to exist and the funds would be liquidated from the Trust Account. The Company classified the Deferred Underwriting Fees Payable as current liabilities as the Company has less than 12 months from the balance sheet date to consummate a Business Combination, at which point, if the Company did not find a Business Combination partner, the Company would cease to exist and the deferred underwriting fees would not be paid as the fees owed are contingent upon a successful Business Combination. The Company’s liquidity needs through June 30, 2023 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “founder shares”), the Initial Public Offering and the issuance of the Private Units (see Note 3 and Note 4). Additionally, the Company drew on unsecured promissory notes to pay certain offering costs and convertible promissory notes with the Sponsor to provide working capital and to fund the Company's extension payments (see Note 4). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The initial stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required. The Company cannot assure that its plans to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 30, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2023 or December 31, 2022. Marketable Securities Held in Trust Account The Company accounts for marketable securities held in the Trust Account in accordance with Accounting Standards Codification (“ASC”) 320, “Investments – Debt Securities” (“ASC 320”). Trading securities are measured at fair value with holding gains and losses included in earnings. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. The Company has invested in U.S. Treasury Bills and money market funds invested in U.S. government securities for the six months ended June 30, 2023 and 2022. Income generated from the U.S. Treasury Bills was recorded to realized gains on marketable securities held in Trust Account on the statements of operations and presented as an adjustment to reconcile net income to net cash used in operating activities on the statements of cash flows. Income generated from money market funds invested in U.S. government securities was recorded to dividend income on marketable securities held in Trust Account and presented within cash flows from investing activities on the statements of cash flows. Sales of money market funds, redemptions of U.S. Treasury Bills, and purchases of U.S. Treasury Bills and money market securities held in Trust Account are presented within cash flows from investing activities on the statements of cash flows. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering”. Offering costs consist principally of incentives to Anchor Investor and professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $18,678,975, consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting fee (of which $7,245,000 has subsequently been waived by the underwriters), $1,292,649 of actual offering costs, and $4,736,326 excess fair value of Founder Shares as a result of the Anchor Investor transaction. The Company recorded the $18,678,975 of offering costs as a reduction of the carrying value of Class A common stock in temporary equity and additional paid-in capital. Fair Value of Financial Instruments ASC 820, “Fair Value Measurements” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: Level 1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3 — defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private warrants and rights are indexed to the Company’s own stock and meet the criteria to be classified in stockholders’ deficit. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On May 25, 2023, holders of Class A common stock properly elected to redeem an aggregate of 14,852,437 shares of Class A common stock at a redemption price of $10.38 per share, for an aggregate redemption amount of $154,152,327. Accordingly, at June 30, 2023, and December 31, 2022, 8,147,563 and 23,000,000 shares of Class A common stock subject to possible redemption are presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet, respectively. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying amount of the common stock is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the common stock subject to possible redemption to their redemption amount (i.e., $10.10 per share) immediately as if the end of the first reporting period after the Initial Public Offering, February 28, 2022, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A common stock subject to possible redemption is reflected on the balance sheet as of June 30, 2023 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700) Fair value allocated to rights (15,741,200) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common stock subject to possible redemption, December 31, 2022 235,586,028 Re-measurement on Class A common stock subject to possible redemption 2,409,648 Class A common stock subject to possible redemption, March 31, 2023 237,995,676 Redemption of Class A common stock (154,152,327) Re-measurement on Class A common stock subject to possible redemption 1,097,561 Class A common stock subject to possible redemption, June 30, 2023 $ 84,940,910 The proceeds of the Initial Public Offering were allocated to the Class A common stock and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A common stock subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. Promissory Note – Related Party The Company accounts for its WC Promissory Note and Extension Note (see Note 4) in accordance with ASC Topic 470, “Debt” and ASC 815. The Company accounts for the WC Promissory Note and Extension Note at amortized cost and does not bifurcate and separately account for the embedded conversion feature as it does not meet the definition of a derivative instrument. Stock-Based Compensation The Company accounts for its stock-based compensation arrangements in accordance with ASC 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination. Net Income (Loss) per Common Stock The statements of operations includes a presentation of net income (loss) per Class A redeemable common stock and net income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total net income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Net income (loss) per common stock is computed by dividing net income (loss) by class by the weighted average number of common stock outstanding during the period. The Company has not considered the effect of the 11,500,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the three and six months ended June 30, 2023 (in dollars, except share amounts): Three Months Ended June 30, 2023 Net income $ 1,358,377 Remeasurement of temporary equity to redemption value (1,097,561) Net income including remeasurement of temporary equity to redemption value $ 260,816 Three Months Ended June 30, 2023 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 173,915 $ 86,901 Deemed dividend for remeasurement of temporary equity to redemption value 1,097,561 — Total net income by class $ 1,271,476 $ 86,901 Weighted average shares outstanding 17,124,311 8,556,667 Net income per share $ 0.07 $ 0.01 Six Months Ended June 30, 2023 Net income $ 3,231,794 Remeasurement of temporary equity to redemption value (3,507,208) Net income including remeasurement of temporary equity to redemption value $ (275,414) Six Months Ended June 30, 2023 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (193,022) $ (82,392) Deemed dividend for remeasurement of temporary equity to redemption value 3,507,208 — Total net income (loss) by class $ 3,314,186 $ (82,392) Weighted average shares outstanding 20,045,924 8,556,667 Net income (loss) per share $ 0.17 $ (0.01) The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the three and six months ended June 30, 2022 (in dollars, except share amounts): Three Months Ended June 30, 2022 Net loss $ (472,717) Remeasurement of temporary equity to redemption value (313,681) Net loss including remeasurement of temporary equity to redemption value $ (786,398) Three Months Ended June 30, 2022 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (573,164) $ (213,234) Deemed dividend for remeasurement of temporary equity to redemption value 313,681 — Total net income (loss) by class $ (259,483) $ (213,234) Weighted average shares outstanding 23,000,000 8,556,667 Net loss per share $ (0.01) $ (0.02) Six Months Ended June 30, 2022 Net loss from beginning of year through date of initial public offering $ (37,034) Net loss from date of initial public offering through June 30, 2022 (675,686) Total loss year to date (712,720) Remeasurement of temporary equity to redemption value (39,868,205) Net loss including remeasurement of temporary equity to redemption value $ (40,580,925) Six Months Ended June 30, 2022 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (29,550,316) $ (11,030,609) Deemed dividend for remeasurement of temporary equity to redemption value 39,868,205 — Total net income (loss) by class $ 10,317,889 $ (11,030,609) Weighted average shares outstanding 15,629,834 8,271,474 Net income (loss) per share $ 0.66 $ (1.33) Income taxes The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statement and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. 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 as of June 30, 2023 or December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

Initial Public Offering

Initial Public Offering	6 Months Ended
Initial Public Offering	Jun. 30, 2023
Initial Public Offering
Initial Public Offering	Note 3. Initial Public Offering Pursuant to the Initial Public Offering on February 28, 2022, 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, one right and one An aggregate of $10.10 per Unit sold in the Initial Public Offering is held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds meeting the conditions of Rule 2a-7(d) of the Investment Company Act, as determined by the Company.

Related Party Transactions

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2023
Related Party Transactions
Related Party Transactions	Note 4. Related Party Transactions Founder Shares On August 17, 2021, our sponsor purchased an aggregate of 5,750,000 shares of the Company’s Class B common stock for an aggregate purchase price of $25,000 or approximately $0.004 per share (the “Founder Shares”). On February 7, 2022, we effected a 1:1.33333339 stock split of our Class B common stock, resulting in our initial stockholders holding 7,666,667 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock split. The Founder Shares collectively represent the Sponsor’s 25% ownership of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Shares). The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until after the completion of a Business Combination. The Founder Shares will convert into shares of Class A common stock after the initial Business Combination. Unvested Founder Shares Pursuant to the letter agreement, a total of 2,167,000 Founder Shares then held by the Sponsor will be considered newly unvested shares upon the completion of the Business Combination, which shall vest only if the closing price of the common stock equals or exceeds $12.50 for any 20 trading days within a 30 day trading period after the Business Combination, but before the tenth anniversary of the Business Combination. In the event such price level is achieved before the first anniversary of the closing of the Business Combination, such unvested founder shares will not vest until the first anniversary of such closing. In the event that the Company enters into a binding agreement on or before the tenth anniversary of the Business Combination with respect to a Sale (as defined in the agreement), all unvested shares shall vest on the day prior to the closing of such Sale. Founder Shares, if any, that remain unvested at the tenth anniversary of the closing of the Business Combination will be forfeited. Private Placement The Sponsor purchased an aggregate of 890,000 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $8,900,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering, the proceeds of which were recorded in additional paid in capital. Each Private Unit consists of one share of Class A common stock (“Private Share”) and one Promissory Note — Related Party On September 22, 2021, the Company issued an unsecured promissory note to the Sponsor (the “IPO Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $350,000. As of February 28, 2022, the Company had borrowed $225,000 under the IPO Promissory Note. The IPO Promissory Note was non-interest bearing and was repaid in full on February 28, 2022. As of June 30, 2023 and December 31, 2022, the outstanding balance under the IPO Promissory Note was $0. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. On September 26, 2022, the Company issued an unsecured promissory note to the Sponsor (the “WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $850,000. The WC Promissory Note is non-interest bearing and payable upon the consummation of the initial Business Combination. At the election of the Sponsor and at any time prior to payment in full of the principal balance, the WC Promissory Note can be converted into conversion units comprised of one Class A common stock and one The Company’s Extension Payments will be made in exchange for a $1,170,000 non-interest bearing, convertible unsecured promissory note payable upon consummation of a business combination (the “Extension Notes”). At the election of the Sponsor and at any time prior to payment in full of the principal balance, the Extension Note can be converted into conversion units comprised of one Class A common stock and one -half of one warrant that are identical to those issued in the private placement (“Conversion Units”). The number of convertible Conversion Units is calculated as the outstanding principal balance divided by $10 . The Company has $200,000 outstanding under the Extension Notes as of June 30, 2023. Anchor Investor Agreement A third-party investor (the “Anchor Investor”) (who is also not affiliated with our Sponsor or any member of our management team) purchased 2,277,000 of the units issued in the Initial Public Offering pursuant to a November 2021 Subscription Agreement between our Sponsor and the Anchor Investor, wherein the Anchor Investor also purchased membership interests in our Sponsor. The excess fair value of the Sponsor membership units over the price paid by the Anchor Investor of $4,736,326 was determined to be an offering cost in accordance with SAB Topic 5A and a corresponding contribution by our Sponsor recorded in additional paid in capital. The Sponsor retains voting and dispositive power over the Anchor Investor’s allocated Founder Shares and shares purchased by the Sponsor in the private placement until the consummation of the Business Combination, following which time the Sponsor will distribute such securities to the Anchor Investor (subject to applicable lock-up or escrow restrictions). Related Party Consulting Agreement In April 2022, the Company entered into a consulting agreement with a related party. During the term of the agreement, the consultant (“Related Party Consultant”) will be responsible for financial modeling, compiling presentations, data room management, and research. The Company will pay the Related Party Consultant compensation in the form of $7,500 per month in cash, as well as $5,000 per month in the form of newly issued Class B common stock with an exercise price of $10.00 per share paid in arrears. The grant date of the stock-based compensation award under the agreement was April 1, 2022. The performance condition required for vesting is a successful business combination, the outcome of which is not considered probable until the event occurs. In November 2022, the Company executed an amendment to the consulting agreement with the related party. The Amendment changed the compensation structure to pay the Related Party Consultant $5,000 per month in cash and no additional compensation in the form of stock. The commencement date for the updated compensation structure was December 1, 2022. As such, as of June 30, 2023, no stock-based compensation expense has been recorded and will not be accrued for or recognized until a successful business combination occurs. Additionally, the agreement will conclude upon the completion of a successful business combination. The Company incurred $15,000 and $22,826 for the three months ended June 30, 2023 and 2022, respectively, related to this agreement. The Company had $5,000 outstanding and payable to the Related Party Consultant as of June 30, 2023 and December 31, 2022, which were recorded to accounts payable.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2023
Commitments and Contingencies
Commitments and Contingencies	Note 5. Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, as well as the holders of the Private Units and any units that may be issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of a majority of the Private Units and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreements The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting commissions. The underwriters exercised the option in full on February 28, 2022. The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $4,600,000, which was paid upon the closing of the Initial Public Offering. The underwriters are also entitled to a deferred cash underwriting discount of 3.50% of the gross proceeds of the Initial Public Offering, or $8,050,000, payable to the underwriters for deferred underwriting commissions. The full amount was placed in the Trust Account and will be released to the underwriters only on, and concurrently with, completion of an initial business combination. In October 2022, one of the Company’s underwriters waived their right to 50% of the deferred underwriting commissions, forfeiting $3,622,500 of their deferred underwriting commission. On April 17, 2023, the Company and one of the underwriters executed a revised Underwriting Agreement to forfeit the remaining portion of their deferred underwriting commissions payable, or $3,622,500, resulting in a deferred underwriting fee of $805,000 payable upon consummation of a successful business combination. The one underwriter has forfeited an aggregate $7,245,000 of the deferred underwriting commissions payable. As the Termination Date expires on November 28, 2023, the remaining deferred underwriter fee payable is classified as a current liability as of June 30, 2023. For the three and six months ended June 30, 2023, the Company recorded a $3,622,500 reduction of the deferred underwriter fee payable to accumulated deficit. Placement Services Agreement In August 2022, the Company entered into an agreement with a Placement Agent to serve as a non-exclusive capital markets advisor and placement agent for the Company in connection with a proposed private placement of the Company’s equity or equity-linked, preferred, debt or debt-like, securities. The Placement Agent will receive a nonrefundable cash fee of $500,000 and an additional cash fee of $450,000 that is contingent upon the closing of the Business Combination. On August 10, 2022, the Company recorded the $500,000 nonrefundable cash fee within accrued expenses on the balance sheet and as placement services fee expense on the statements of operations. The Company has not incurred any amounts related to the $450,000 cash fee as of June 30, 2023 and payment of such amounts are contingent upon the closing of the Business Combination. Consulting Agreement In June 2022, the Company entered into a consulting agreement. During the term of the agreement, the consultant (“Consultant”) will advise the Company concerning matters related to qualifying business combinations, including services such as de-SPAC readiness assessment, post transaction close preparation advisory, the overall capital markets climate related to global macroeconomic conditions, world leading exchanges, potential competitors, and general advice with respect to the business. The Company will pay the Consultant compensation in the form of $15,000 per month. Upon closing of an initial business combination, the Company will pay the Consultant a one-time success fee cash bonus of $25,000. Additionally, at the successful close of a business combination, the Company will pay a cash bonus of $50,000 if certain criteria are met for redemptions. Payment to the Consultant for any cash bonus fee is dependent upon the closing of an initial business combination. In November 2022, the Company terminated the agreement with the Consultant in accordance with the terms of the agreement. For the three and six months ended June 30, 2023 and, 2022, the Company incurred $0, under this agreement, of which $0 and $15,000 remained payable and was accrued for within accounts payable as of June 30, 2023 and December 31, 2022, respectively.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	6 Months Ended
STOCKHOLDERS' DEFICIT	Jun. 30, 2023
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	Note 6. STOCKHOLDERS’ DEFICIT On February 23, 2022, the Company adopted the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”). Under the Certificate of Incorporation, the total number of shares of all classes of capital stock, each with a par In connection with the Special Meeting where stockholders approved of the Charter Amendment Proposal, stockholders properly elected to redeem an aggregate of 14,852,437 shares of Class A Common Stock at a redemption price of approximately $10.38 per share (the “Redemption”), for an aggregate redemption amount of $154,152,327. Following the Redemption, $84,562,944 remained in the Company’s trust account (the “Trust Account”), not including any Extension Payments. Preferred stock Class A common stock Class B common stock With respect to any matter submitted to a vote of our stockholders, including any vote in connection with a Business Combination, except as required by law, holders of our Founder Shares and holders of our Public Shares will vote together as a single class, with each share entitling the holder to one vote. The shares of Class B common stock will automatically convert into Class A common stock at the time of 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 Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B common stock shall convert into Class A common stock will be adjusted (unless the holders of a majority of the outstanding Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement-equivalent shares and warrants underlying units issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. Rights one-tenth one-tenth The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Delaware law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination by the Termination Date and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. Warrants The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file a post-effective amendment to the registration statement or a new registration statement with the SEC covering the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to the shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● provided that the reference value of the Class A common stock equals or exceeds $18.00 per share; and ● either there is an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period; or ● the Company has elected to require the exercise of the Public Warrants on a “cashless basis”. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants may be exercised for cash or on a “cashless basis”, the Private Warrants and the Class A common stock issuable upon exercise of the Private Warrants may be subject to certain transfer restrictions, and the Private Warrants are not redeemable at the option of the Company. The Private Warrants shall not become Public Warrants as a result of any transfer of the Private Warrants, regardless of the transferee. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding shares of Class A Common Stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets.

INCOME TAX

INCOME TAX	6 Months Ended
INCOME TAX	Jun. 30, 2023
INCOME TAX
INCOME TAX	NOTE 7. INCOME TAX During the six months ended June 30, 2023 and 2022, the Company recorded a tax provision of $631,913 and $49,362, respectively. The effective tax rate for the six months ended June 30, 2023 and 2022 was 16.36% and 7.44%, respectively. The Company’s effective tax rate differs from the statutory income tax rate of 21.0% primarily due to the change in valuation allowance against deferred tax assets. The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which primarily consist of net operating loss carryforwards. The Company has considered its history of cumulative net losses, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As a result, as of June 30, 2023, the Company has recorded a full valuation allowance against its net deferred tax assets.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
FAIR VALUE MEASUREMENTS	Jun. 30, 2023
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS Cash and marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The following table presents the fair value information, as of June 30, 2023, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: As of June 30, 2023 Level 1 Level 2 Level 3 Assets Marketable securities held in trust account $ 84,940,910 $ — $ — As of December 31, 2022 Level 1 Level 2 Level 3 Assets Marketable securities held in trust account $ 235,586,028 $ — $ — Financial assets and liabilities not measured at fair value are recorded at carrying value, which approximates fair value due to their short-term nature. The tables below represent the carrying value, fair value and fair value hierarchy category of certain financial assets and liabilities that are not recorded at fair value in the Company’s condensed consolidated balance sheets for the periods. The promissory notes with related parties are classified as Level 2 measurements as the inputs underlying the conversion options would largely be driven by the fair value of Class A common stock and Public Warrants for which quoted prices are observable in active markets. As of June 30, 2023 Carrying Value Fair Value Level 1 Level 2 Level 3 Liabilities Promissory note – related party $ 1,006,170 $ 1,006,170 $ — $ 1,006,170 $ — As of December 31, 2022 Carrying Value Fair Value Level 1 Level 2 Level 3 Liabilities Promissory note – related party $ 806,170 $ 806,170 $ — $ 806,170 $ —

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS On July 24, 2023, the Company and Alternus (together with the Company the “Parties”) entered into a letter agreement (the “Letter Agreement”), which, among other things, provided for the general terms of the non-redemption incentive (the “Non-redemption Incentive”) to be offered to stockholders of the Company in connection with the forthcoming special meeting to be held by the Company for the purpose of voting on a proposal to approve a business combination as well as certain acknowledgements and waivers of provisions of the Business Combination Agreement, as amended by the First Amendment. On August 8, 2023, the Company issued a $650,000 promissory note with the Sponsor to fund additional working capital requirements (the “Second WC Note”). The Second WC Note is non-interest bearing and payable on the date which the Company consummates its initial Business Combination. The Sponsor may elect to convert all or any portion of the outstanding principal amount of the Second WC Note into that number of units (the “Conversion Units”) equal to: (i) the portion of the principal amount of the Second WC Note being converted, divided by (ii) $10.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction related to the Common Stock occurring after the date hereof), rounded up to the nearest whole number. Each Conversion Unit shall consist of one Class A common stock (the “Common Stock”) and one

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on March 30, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash Equivalents	Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2023 or December 31, 2022.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account The Company accounts for marketable securities held in the Trust Account in accordance with Accounting Standards Codification (“ASC”) 320, “Investments – Debt Securities” (“ASC 320”). Trading securities are measured at fair value with holding gains and losses included in earnings. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. The Company has invested in U.S. Treasury Bills and money market funds invested in U.S. government securities for the six months ended June 30, 2023 and 2022. Income generated from the U.S. Treasury Bills was recorded to realized gains on marketable securities held in Trust Account on the statements of operations and presented as an adjustment to reconcile net income to net cash used in operating activities on the statements of cash flows. Income generated from money market funds invested in U.S. government securities was recorded to dividend income on marketable securities held in Trust Account and presented within cash flows from investing activities on the statements of cash flows. Sales of money market funds, redemptions of U.S. Treasury Bills, and purchases of U.S. Treasury Bills and money market securities held in Trust Account are presented within cash flows from investing activities on the statements of cash flows.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering”. Offering costs consist principally of incentives to Anchor Investor and professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $18,678,975, consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting fee (of which $7,245,000 has subsequently been waived by the underwriters), $1,292,649 of actual offering costs, and $4,736,326 excess fair value of Founder Shares as a result of the Anchor Investor transaction. The Company recorded the $18,678,975 of offering costs as a reduction of the carrying value of Class A common stock in temporary equity and additional paid-in capital.
Fair Value of Financial Instruments	Fair Value of Financial Instruments ASC 820, “Fair Value Measurements” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: Level 1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3 — defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Warrants and Rights	Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private warrants and rights are indexed to the Company’s own stock and meet the criteria to be classified in stockholders’ deficit.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On May 25, 2023, holders of Class A common stock properly elected to redeem an aggregate of 14,852,437 shares of Class A common stock at a redemption price of $10.38 per share, for an aggregate redemption amount of $154,152,327. Accordingly, at June 30, 2023, and December 31, 2022, 8,147,563 and 23,000,000 shares of Class A common stock subject to possible redemption are presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet, respectively. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying amount of the common stock is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the common stock subject to possible redemption to their redemption amount (i.e., $10.10 per share) immediately as if the end of the first reporting period after the Initial Public Offering, February 28, 2022, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A common stock subject to possible redemption is reflected on the balance sheet as of June 30, 2023 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700) Fair value allocated to rights (15,741,200) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common stock subject to possible redemption, December 31, 2022 235,586,028 Re-measurement on Class A common stock subject to possible redemption 2,409,648 Class A common stock subject to possible redemption, March 31, 2023 237,995,676 Redemption of Class A common stock (154,152,327) Re-measurement on Class A common stock subject to possible redemption 1,097,561 Class A common stock subject to possible redemption, June 30, 2023 $ 84,940,910 The proceeds of the Initial Public Offering were allocated to the Class A common stock and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A common stock subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.
Promissory Note - Related Party	Promissory Note – Related Party The Company accounts for its WC Promissory Note and Extension Note (see Note 4) in accordance with ASC Topic 470, “Debt” and ASC 815. The Company accounts for the WC Promissory Note and Extension Note at amortized cost and does not bifurcate and separately account for the embedded conversion feature as it does not meet the definition of a derivative instrument.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for its stock-based compensation arrangements in accordance with ASC 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination.
Net Income (Loss) per Common Stock	Net Income (Loss) per Common Stock The statements of operations includes a presentation of net income (loss) per Class A redeemable common stock and net income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total net income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Net income (loss) per common stock is computed by dividing net income (loss) by class by the weighted average number of common stock outstanding during the period. The Company has not considered the effect of the 11,500,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the three and six months ended June 30, 2023 (in dollars, except share amounts): Three Months Ended June 30, 2023 Net income $ 1,358,377 Remeasurement of temporary equity to redemption value (1,097,561) Net income including remeasurement of temporary equity to redemption value $ 260,816 Three Months Ended June 30, 2023 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 173,915 $ 86,901 Deemed dividend for remeasurement of temporary equity to redemption value 1,097,561 — Total net income by class $ 1,271,476 $ 86,901 Weighted average shares outstanding 17,124,311 8,556,667 Net income per share $ 0.07 $ 0.01 Six Months Ended June 30, 2023 Net income $ 3,231,794 Remeasurement of temporary equity to redemption value (3,507,208) Net income including remeasurement of temporary equity to redemption value $ (275,414) Six Months Ended June 30, 2023 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (193,022) $ (82,392) Deemed dividend for remeasurement of temporary equity to redemption value 3,507,208 — Total net income (loss) by class $ 3,314,186 $ (82,392) Weighted average shares outstanding 20,045,924 8,556,667 Net income (loss) per share $ 0.17 $ (0.01) The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the three and six months ended June 30, 2022 (in dollars, except share amounts): Three Months Ended June 30, 2022 Net loss $ (472,717) Remeasurement of temporary equity to redemption value (313,681) Net loss including remeasurement of temporary equity to redemption value $ (786,398) Three Months Ended June 30, 2022 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (573,164) $ (213,234) Deemed dividend for remeasurement of temporary equity to redemption value 313,681 — Total net income (loss) by class $ (259,483) $ (213,234) Weighted average shares outstanding 23,000,000 8,556,667 Net loss per share $ (0.01) $ (0.02) Six Months Ended June 30, 2022 Net loss from beginning of year through date of initial public offering $ (37,034) Net loss from date of initial public offering through June 30, 2022 (675,686) Total loss year to date (712,720) Remeasurement of temporary equity to redemption value (39,868,205) Net loss including remeasurement of temporary equity to redemption value $ (40,580,925) Six Months Ended June 30, 2022 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (29,550,316) $ (11,030,609) Deemed dividend for remeasurement of temporary equity to redemption value 39,868,205 — Total net income (loss) by class $ 10,317,889 $ (11,030,609) Weighted average shares outstanding 15,629,834 8,271,474 Net income (loss) per share $ 0.66 $ (1.33)
Income taxes	Income taxes The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statement and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. 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 as of June 30, 2023 or December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
Summary of Significant Accounting Policies (Tables)	Jun. 30, 2023
Summary of Significant Accounting Policies
Schedule of Class A common stock subject to possible redemption is reflected on the balance sheet	Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700) Fair value allocated to rights (15,741,200) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common stock subject to possible redemption, December 31, 2022 235,586,028 Re-measurement on Class A common stock subject to possible redemption 2,409,648 Class A common stock subject to possible redemption, March 31, 2023 237,995,676 Redemption of Class A common stock (154,152,327) Re-measurement on Class A common stock subject to possible redemption 1,097,561 Class A common stock subject to possible redemption, June 30, 2023 $ 84,940,910
Schedule of calculation of basic and diluted net income (loss) per common stock	Three Months Ended June 30, 2023 Net income $ 1,358,377 Remeasurement of temporary equity to redemption value (1,097,561) Net income including remeasurement of temporary equity to redemption value $ 260,816 Three Months Ended June 30, 2023 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income per share: Numerator: Allocation of net income including accretion of temporary equity $ 173,915 $ 86,901 Deemed dividend for remeasurement of temporary equity to redemption value 1,097,561 — Total net income by class $ 1,271,476 $ 86,901 Weighted average shares outstanding 17,124,311 8,556,667 Net income per share $ 0.07 $ 0.01 Six Months Ended June 30, 2023 Net income $ 3,231,794 Remeasurement of temporary equity to redemption value (3,507,208) Net income including remeasurement of temporary equity to redemption value $ (275,414) Six Months Ended June 30, 2023 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (193,022) $ (82,392) Deemed dividend for remeasurement of temporary equity to redemption value 3,507,208 — Total net income (loss) by class $ 3,314,186 $ (82,392) Weighted average shares outstanding 20,045,924 8,556,667 Net income (loss) per share $ 0.17 $ (0.01) Three Months Ended June 30, 2022 Net loss $ (472,717) Remeasurement of temporary equity to redemption value (313,681) Net loss including remeasurement of temporary equity to redemption value $ (786,398) Three Months Ended June 30, 2022 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (573,164) $ (213,234) Deemed dividend for remeasurement of temporary equity to redemption value 313,681 — Total net income (loss) by class $ (259,483) $ (213,234) Weighted average shares outstanding 23,000,000 8,556,667 Net loss per share $ (0.01) $ (0.02) Six Months Ended June 30, 2022 Net loss from beginning of year through date of initial public offering $ (37,034) Net loss from date of initial public offering through June 30, 2022 (675,686) Total loss year to date (712,720) Remeasurement of temporary equity to redemption value (39,868,205) Net loss including remeasurement of temporary equity to redemption value $ (40,580,925) Six Months Ended June 30, 2022 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (29,550,316) $ (11,030,609) Deemed dividend for remeasurement of temporary equity to redemption value 39,868,205 — Total net income (loss) by class $ 10,317,889 $ (11,030,609) Weighted average shares outstanding 15,629,834 8,271,474 Net income (loss) per share $ 0.66 $ (1.33)

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
FAIR VALUE MEASUREMENTS (Tables)	Jun. 30, 2023
FAIR VALUE MEASUREMENTS
Schedule of company's assets and liabilities that were accounted for at fair value on a recurring basis	As of June 30, 2023 Level 1 Level 2 Level 3 Assets Marketable securities held in trust account $ 84,940,910 $ — $ — As of December 31, 2022 Level 1 Level 2 Level 3 Assets Marketable securities held in trust account $ 235,586,028 $ — $ —
Schedule of financial assets and liabilities not measured at fair value are recorded at carrying value	As of June 30, 2023 Carrying Value Fair Value Level 1 Level 2 Level 3 Liabilities Promissory note – related party $ 1,006,170 $ 1,006,170 $ — $ 1,006,170 $ — As of December 31, 2022 Carrying Value Fair Value Level 1 Level 2 Level 3 Liabilities Promissory note – related party $ 806,170 $ 806,170 $ — $ 806,170 $ —

Description of Organization a_2

Description of Organization and Business Operations (Details)						3 Months Ended	6 Months Ended			12 Months Ended
	May 25, 2023 USD ($) $ / shares shares	Apr. 12, 2023 USD ($) $ / shares shares	Oct. 12, 2022 shares	Feb. 28, 2022 USD ($) $ / shares shares	Feb. 23, 2022 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares	Nov. 28, 2023 USD ($) item $ / shares	Jun. 30, 2023 USD ($) item $ / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Apr. 11, 2023 USD ($) shares
Description of Organization and Business Operations
Condition for future business combination number of businesses minimum \| item								1
Payments for investment of cash in Trust Account									$ 232,300,000
Share price \| $ / shares						$ 11.50		$ 11.50
Investments maximum maturity term								185 days
Maximum number of extension of business combination consummation period \| item							6
Period of each extension of business combination consummation							1 month
Assets held in trust account	$ 84,562,944				$ 84,562,944	$ 84,940,910		$ 84,940,910		$ 235,586,028
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account								80
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination								50
Condition For Future Business Combination Threshold Net Tangible Assets						5,000,001		$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)								100%
Threshold business days for redemption of public shares								10 days
Operating cash						101,018		$ 101,018		$ 630,460
Working capital (deficit)						$ 2,771,682		$ 2,771,682
Common shares, par value (in dollars per share) \| $ / shares					$ 0.0001
Business Combination Agreement \| Alternus Energy Group Plc
Description of Organization and Business Operations
Number of shares to be issued at closing \| shares			55,000,000
Maximum number of additional shares to be issued subject to a working capital adjustment \| shares			1,000,000
Number of shares to be issued subject to certain earn-out provisions \| shares		20,000,000									35,000,000
Value of shares to be issued at closing		$ 275,000,000									$ 550,000,000
Estimated working capital adjustment maximum amount		$ 10,000,000
Number of Common Stock to be deposited into a working capital escrow account \| shares		1,000,000
Business Combination Agreement \| Maximum \| Alternus Energy Group Plc
Description of Organization and Business Operations
Number of shares to be issued \| shares			90,000,000
Number of shares to be issued subject to certain earn-out provisions \| shares			35,000,000
Class A common stock
Description of Organization and Business Operations
Amount of shares converted in exchange for a non-interest bearing, convertible unsecured promissory note upon consummation of a business combination							$ 195,000
Per shares value (in dollars) of shares converted in exchange for a non-interest bearing, convertible unsecured promissory note upon consummation of a business combination \| $ / shares							$ 0.04
Common shares, par value (in dollars per share) \| $ / shares						$ 0.0001		$ 0.0001		$ 0.0001
Class A common stock \| Business Combination Agreement \| Alternus Energy Group Plc
Description of Organization and Business Operations
Number of shares to be issued subject to certain earn-out provisions \| shares		35,000,000
Common stock issuable, in dollars per share \| $ / shares		$ 10
Value of shares to be issued at closing		$ 550,000,000
Class A common stock subject to possible redemption
Description of Organization and Business Operations
Proceeds from issuance initial public offering										$ 230,000,000
Aggregate number of shares elected to redeem by stockholders \| shares	14,852,437				14,852,437
Redemption price per share (in dollars) \| $ / shares	$ 10.38				$ 10.38
Aggregate redemption amount	$ 154,152,327					$ 154,152,327
Class B common stock
Description of Organization and Business Operations
Common shares, par value (in dollars per share) \| $ / shares						$ 0.0001		0.0001		$ 0.0001
Initial Public Offering.
Description of Organization and Business Operations
Number of units sold \| shares				23,000,000
Purchase price, per unit \| $ / shares				$ 10		10.10		10.10
Proceeds from issuance initial public offering				$ 230,000,000
Payments for investment of cash in Trust Account				$ 232,300,000
Share price \| $ / shares				$ 10.10		10.10		$ 10.10
Private Placement
Description of Organization and Business Operations
Number of units sold \| shares				890,000
Purchase price, per unit \| $ / shares				$ 10
Proceeds from issuance of private placement				$ 8,900,000
Sponsor \| Class B common stock
Description of Organization and Business Operations
Proceeds from issuance of Class B common stock to Sponsor								$ 25,000
Common shares, par value (in dollars per share) \| $ / shares						$ 0.0001		$ 0.0001

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)					6 Months Ended		12 Months Ended
	May 25, 2023	Apr. 17, 2023	Feb. 28, 2022	Feb. 23, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Summary of Significant Accounting Policies
Cash equivalents					$ 0		$ 0
Investment of cash into trust account						$ 232,300,000
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)					100%
Deferred underwriting commissions payable		$ 3,622,500			$ 7,245,000
Deferred underwriting fees					$ 8,050,000
Class A common stock subject to possible redemption, outstanding (in shares)					8,147,563		23,000,000
Share price on allocation of net proceeds to transaction costs					$ 10
Share price					$ 11.50
Computation of earnings per share					11,500,000
Unrecognized tax benefits accrued for interest and penalties					$ 0		$ 0
Class A common stock subject to possible redemption
Summary of Significant Accounting Policies
Reduction in offering cost							$ (17,038,513)
Aggregate number of shares elected to redeem by stockholders	14,852,437			14,852,437
Aggregate redemption amount	$ 154,152,327			$ 154,152,327
Redemption price per share (in dollars)	$ 10.38			$ 10.38
Class A common stock subject to possible redemption, outstanding (in shares)					8,147,563		23,000,000
Initial Public Offering.
Summary of Significant Accounting Policies
Investment of cash into trust account			$ 232,300,000
Offering costs					$ 18,678,975
Underwriting commission					4,600,000
Deferred underwriting fees					8,050,000
Actual offering costs					1,292,649
Excess fair value of founder shares					4,736,326
Reduction in offering cost					$ 18,678,975
Share price			$ 10.10		$ 10.10

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Common Stock Subject to Possible Redemption (Details) - USD ($)		3 Months Ended				12 Months Ended
	May 25, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022
Summary of Significant Accounting Policies
Re-measurement on Class A common stock subject to possible redemption		$ 1,097,561	$ 2,409,648	$ 313,681	$ 39,554,524
Class A common stock subject to possible redemption
Summary of Significant Accounting Policies
Gross proceeds from initial public offering						$ 230,000,000
Fair value allocated to public warrants						(4,390,700)
Fair value allocated to rights						(15,741,200)
Offering costs allocated to Class A common stock subject to possible redemption						(17,038,513)
Redemption of Class A common stock	$ (154,152,327)	(154,152,327)
Re-measurement on Class A common stock subject to possible redemption		1,097,561	(2,409,648)			(42,756,441)
Class A common stock subject to possible redemption		$ 84,940,910	$ 237,995,676			$ 235,586,028

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Calculation of basic and diluted net income (loss) per common stock (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Summary of Significant Accounting Policies
Net loss from beginning of year through date of initial public offering						$ (37,034)
Net loss from date of initial public offering through March 31, 2022						(675,686)
Net income (loss)	$ 1,358,377	$ 1,873,417	$ (472,717)	$ (240,003)	$ 3,231,794	(712,720)
Remeasurement of temporary equity to redemption value	(1,097,561)		(313,681)		(3,507,208)	(39,868,205)
Net loss including remeasurement of temporary equity to redemption value	$ 260,816		$ (786,398)		$ (275,414)	$ (40,580,925)

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Net income (loss) per share (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Allocation of net income (loss) including accretion of temporary equity	$ 260,816		$ (786,398)		$ (275,414)	$ (40,580,925)
Deemed dividend for remeasurement of temporary equity to redemption value	1,097,561		313,681		3,507,208	39,868,205
Net income (loss)	1,358,377	$ 1,873,417	(472,717)	$ (240,003)	3,231,794	(712,720)
Redeemable class A common stock
Numerator:
Allocation of net income (loss) including accretion of temporary equity	173,915		(573,164)		(193,022)	(29,550,316)
Deemed dividend for remeasurement of temporary equity to redemption value	1,097,561		313,681		3,507,208	39,868,205
Net income (loss)	$ 1,271,476		$ (259,483)		$ 3,314,186	$ 10,317,889
Weighted average shares outstanding, basic	17,124,311		23,000,000		20,045,924	15,629,834
Weighted average shares outstanding, diluted	17,124,311		23,000,000		20,045,924	15,629,834
Net income (loss) per share (Basic)	$ 0.07		$ (0.01)		$ 0.17	$ 0.66
Net income (loss) per share (Diluted)	$ 0.07		$ (0.01)		$ 0.17	$ 0.66
Class A and class B common stock non - redeemable
Numerator:
Allocation of net income (loss) including accretion of temporary equity	$ 86,901		$ (213,234)		$ (82,392)	$ (11,030,609)
Net income (loss)	$ 86,901		$ (213,234)		$ (82,392)	$ (11,030,609)
Weighted average shares outstanding, basic	8,556,667		8,556,667		8,556,667	8,271,474
Weighted average shares outstanding, diluted	8,556,667		8,556,667		8,556,667	8,271,474
Net income (loss) per share (Basic)	$ 0.01		$ (0.02)		$ (0.01)	$ (1.33)
Net income (loss) per share (Diluted)	$ 0.01		$ (0.02)		$ (0.01)	$ (1.33)

Initial Public Offering (Detail

Initial Public Offering (Details)	Feb. 28, 2022 Right $ / shares shares	Jun. 30, 2023 $ / shares shares
Initial Public Offering
Number of shares issuable per warrant		1
Share price \| $ / shares		$ 11.50
Initial Public Offering.
Initial Public Offering
Number of units sold	23,000,000
Purchase price, per unit \| $ / shares	$ 10	10.10
Number of shares in a unit	1
Number of rights per share \| Right	1
Number of warrants in a unit	0.5
Share price \| $ / shares	$ 10.10	$ 10.10
Initial Public Offering. \| Public Warrants
Initial Public Offering
Number of shares issuable per warrant	1
Exercise price of warrants \| $ / shares	$ 11.50

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)			3 Months Ended	6 Months Ended
Related Party Transactions - Founder Shares (Details)	Feb. 07, 2022 shares	Aug. 17, 2021 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Jun. 30, 2023 D $ / shares shares	Dec. 31, 2022 shares
Related Party Transactions
Issuance of Class B common stock to sponsor \| $			$ 23,227,765
Founder Shares \| Sponsor \| Class B common stock
Related Party Transactions
Issuance of Class B common stock to sponsor (in shares)		5,750,000
Issuance of Class B common stock to sponsor \| $		$ 25,000
Share purchase price \| $ / shares		$ 0.004
Stock split ratio	1.33333339
Aggregate number of shares owned	7,666,667			7,666,667	7,666,667
Percentage of issued and outstanding shares after the initial public offering collectively held by initial stockholders	25%
Unvested Founder Shares
Related Party Transactions
Unvested shares upon completion of business combination				2,167,000
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12.50
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D				30

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)			1 Months Ended			3 Months Ended		6 Months Ended
	Sep. 26, 2022	Feb. 28, 2022	Nov. 30, 2022	Jun. 30, 2022	Apr. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Sep. 22, 2021
Related Party Transactions
Aggregate purchase price									$ 8,900,000
Number of shares per warrant						1		1
Repayment of promissory note - related party									$ 225,000
Notes payable, current						$ 1,006,170		$ 1,006,170		$ 806,170
Consultant compensation				$ 15,000
Private Placement
Related Party Transactions
Number of warrants to purchase shares issued		890,000
Price of warrants		$ 10
Aggregate purchase price		$ 8,900,000
Number of shares per warrant		1
Exercise price of warrant		$ 11.50
Number of units sold		890,000
Number of warrants in a unit		0.5
Anchor Investor
Related Party Transactions
Excess fair value of founder shares								4,736,326
Initial Public Offering
Related Party Transactions
Number of units sold		23,000,000
Number of shares in a unit		1
Number of warrants in a unit		0.5
Excess fair value of founder shares								4,736,326
Promissory Note with Related Party
Related Party Transactions
Maximum borrowing capacity of related party promissory note											$ 350,000
Repayment of promissory note - related party		$ 225,000
Outstanding balance of related party note						0		0		0
Related Party Loans
Related Party Transactions
Loan conversion agreement warrant						1,500,000		1,500,000
Notes payable, current						$ 806,170		$ 806,170		806,170
Related Party Loans \| Working capital loans warrant
Related Party Transactions
Price of warrants						$ 10		$ 10
WC Promissory Note
Related Party Transactions
Maximum borrowing capacity of related party promissory note	$ 850,000
Conversion price	$ 10
Number of warrants in a unit	0.5
WC Promissory Note \| Common Class A
Related Party Transactions
Number of shares in a unit	1
Anchor Investor Agreement \| Initial Public Offering \| Anchor Investor
Related Party Transactions
Number of units sold		2,277,000
Related Party Consulting Agreement
Related Party Transactions
Consultant compensation					$ 7,500
Exercise price					$ 10
Stock-based compensation expense								$ 0
Expenses related to consulting agreement						$ 15,000	$ 22,826
Outstanding and payable to related party						$ 5,000		$ 5,000		$ 5,000
Related Party Consulting Agreement \| Class B common stock
Related Party Transactions
Compensation in the form of Shares					$ 5,000
Amendment to consulting agreement with related party
Related Party Transactions
Consultant compensation			$ 5,000
Compensation in the form of Shares			$ 0
Extension Notes
Related Party Transactions
Conversion price						$ 10		$ 10
Face amount						$ 1,170,000		$ 1,170,000
Number of shares in a unit								1
Number of warrants in a unit								0.5
Outstanding amount						$ 200,000		$ 200,000

Commitments and Contingencies (

Commitments and Contingencies (Details)			1 Months Ended		3 Months Ended		6 Months Ended
Commitments and Contingencies (Details)	Apr. 17, 2023 USD ($)	Feb. 28, 2022 shares	Oct. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) item	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) item	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Aug. 31, 2022 USD ($)	Aug. 10, 2022 USD ($)
Commitments and Contingencies
Maximum number of demands for registration of securities \| item					2		2
Underwriting option period		45 days
Underwriting commission							2%
Underwriter cash discount							$ 4,600,000
Deferred underwriter fee payable					$ 8,050,000		8,050,000
Percentage of underwriting commission waived			50%
Deferred underwriting commissions payable	$ 3,622,500						7,245,000
Deferred underwriter fee payable	$ 805,000							$ 8,050,000
Reduction of deferred underwriter fee payable					3,622,500		$ 3,622,500
Forfeiture of deferred underwriter commission			$ 3,622,500
Underwriting commission							3.50%
Consultant compensation				$ 15,000
Cash bonus for consultant				25,000
Additional cash bonus for consultant for business combination				$ 50,000
Prepaid expense for future services					101,326		$ 101,326		$ 298,172
Over-allotment option
Commitments and Contingencies
Number of units granted to underwriters \| shares		3,000,000
Consulting agreement
Commitments and Contingencies
Expenses incurred and paid					0	$ 0	0	$ 0
Prepaid expense for future services					0		0		$ 15,000
Placement Service Agreement
Commitments and Contingencies
Nonrefundable cash fee										$ 500,000	$ 500,000
Additional cash fee					$ 450,000		$ 450,000			$ 450,000

STOCKHOLDERS' DEFICIT - Preferr

STOCKHOLDERS' DEFICIT - Preferred stock (Details) - USD ($)	May 25, 2023	Feb. 23, 2022	Jun. 30, 2023	Dec. 31, 2022
Stockholders' Deficit
Preferred stock, shares authorized		1,000,000	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued			0	0
Preferred stock, shares outstanding			0	0
Assets held in trust account	$ 84,562,944	$ 84,562,944	$ 84,940,910	$ 235,586,028
Class A common stock subject to possible redemption
Stockholders' Deficit
Aggregate number of shares elected to redeem by stockholders	14,852,437	14,852,437
Redemption price per share (in dollars)	$ 10.38	$ 10.38
Aggregate redemption amount	$ 154,152,327	$ 154,152,327

STOCKHOLDERS' DEFICIT - Common

STOCKHOLDERS' DEFICIT - Common stock (Details)			3 Months Ended	6 Months Ended
STOCKHOLDERS' DEFICIT - Common stock (Details)	Feb. 07, 2022 shares	Aug. 17, 2021 USD ($) $ / shares shares	Mar. 31, 2022 USD ($) shares	Jun. 30, 2023 Vote $ / shares shares	Mar. 31, 2023 shares	Dec. 31, 2022 $ / shares shares	Jun. 30, 2022 shares	Feb. 23, 2022 $ / shares shares	Dec. 31, 2021 shares
Stockholders' Deficit
Common stock, par value (in dollars per share) \| $ / shares								$ 0.0001
Common stock, shares authorized								111,000,000
Class A common stock subject to possible redemption, outstanding (in shares)				8,147,563		23,000,000
Issuance of Class B common stock to sponsor \| $			$ 23,227,765
Number of Class A common stock issued upon conversion of each share (in shares)				1
Shares entitled to each right				0.1
Common Stock
Stockholders' Deficit
Common stock, shares authorized								110,000,000
Class A common stock
Stockholders' Deficit
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001		$ 0.0001
Common stock, shares authorized				100,000,000		100,000,000		100,000,000
Common stock, votes per share \| Vote				1
Class A common stock subject to possible redemption
Stockholders' Deficit
Class A common stock subject to possible redemption, outstanding (in shares)				8,147,563		23,000,000
Class A common stock subject to possible redemption, issued (in shares)				8,147,563		23,000,000
Class A common stock subject to possible redemption \| Common Stock
Stockholders' Deficit
Class A common stock subject to possible redemption, outstanding (in shares)			23,000,000	8,147,563	23,000,000	23,000,000	23,000,000		0
Class A common stock not subject to possible redemption
Stockholders' Deficit
Common stock, shares issued				890,000		890,000
Common stock, shares outstanding				890,000		890,000
Class B common stock
Stockholders' Deficit
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001		$ 0.0001
Common stock, shares authorized				10,000,000		10,000,000		10,000,000
Common stock, shares issued				7,666,667		7,666,667
Common stock, shares outstanding				7,666,667		7,666,667
Number of common stock issuable pursuant to initial business combination, as a percent of outstanding shares				25%
Class B common stock \| Sponsor
Stockholders' Deficit
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001
Class B common stock \| Sponsor \| Founder Shares
Stockholders' Deficit
Common stock, votes per share \| Vote				1
Issuance of Class B common stock to sponsor (in shares)		5,750,000
Issuance of Class B common stock to sponsor \| $		$ 25,000
Share purchase price \| $ / shares		$ 0.004
Stock split ratio	1.33333339
Aggregate number of shares owned	7,666,667			7,666,667		7,666,667

STOCKHOLDERS' DEFICIT - Rights

STOCKHOLDERS' DEFICIT - Rights & Warrants (Details)	6 Months Ended
STOCKHOLDERS' DEFICIT - Rights & Warrants (Details)	Jun. 30, 2023 $ / shares shares
Stockholders' Deficit
Number of shares issuable per warrant \| shares	1
Share price	$ 11.50
Warrants exercisable term after the completion of a business combination	30 days
Threshold maximum period for filing registration statement after business combination	20 days
Threshold maximum period for registration statement to become effective after business combination	60 days
Period for calculating fair market value	10 days
Warrants exercise term	30 days
Warrants expiration term	5 years
Class A common stock
Stockholders' Deficit
Ownership of offeror	50%
Consideration receivable	70%
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00
Stockholders' Deficit
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 \| Class A common stock
Stockholders' Deficit
Share price	$ 9.20
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)	60%
Threshold trading days for calculating market value	20 days
Public Warrants \| Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00
Stockholders' Deficit
Stock price trigger for redemption of warrants (in dollars per share)	$ 18
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	6 Months Ended
INCOME TAX (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
INCOME TAX
Income tax provision	$ 631,913	$ 49,362
Effective tax rate (in percent)	16.36%	7.44%
Statutory income tax rate due to change in valuation of allowance	21%

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Level 1 \| Recurring
Assets
Marketable securities held in trust account	$ 84,940,910	$ 235,586,028

FAIR VALUE MEASUREMENTS - Finan

FAIR VALUE MEASUREMENTS - Financial assets and liabilities not measured at fair value are recorded at carrying value (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Liabilities
Promissory note - related party	$ 1,006,170	$ 806,170
Fair Value, Promissory note - related party	1,006,170	806,170
Level 2
Liabilities
Fair Value, Promissory note - related party	$ 1,006,170	$ 806,170

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event - Second WC Note - Sponsor	Aug. 08, 2023 USD ($) $ / shares shares
Subsequent Events
Face amount \| $	$ 650,000
Conversion price \| $ / shares	$ 10
Number of shares in a unit	1
Number of warrants in a unit	0.5