Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41668

TRAILBLAZER MERGER CORPORATION I

(Exact Name of Registrant as Specified in Its Charter)

Delaware		87-3710376
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

510 Madison Avenue Suite 1401

New York, NY 10022

(Address of principal executive offices)

(212) 586-8224

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units	TBMCU	The Nasdaq Stock Market LLC
Class A Common Stock	TBMC	The Nasdaq Stock Market LLC
Rights	TBMCR	The Nasdaq Stock Market LLC

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 11, 2023, there were 9,019,499 shares of Class A common stock, $0.0001 par value and 1 share of Class B common stock, $0.0001 par value, issued and outstanding.

TRAILBLAZER MERGER CORPORATION I

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2023

TABLE OF CONTENTS

	Page
Part I. Financial Information	1
Item 1. Interim Financial Statements	1
Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	1
Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022 (Unaudited)	2
Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the three and six months ended June 30, 2023 and 2022 (Unaudited)	3
Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (Unaudited)	4
Notes to Condensed Financial Statements (Unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	19
Item 4. Controls and Procedures	19
Part II. Other Information	20
Item 1. Legal Proceedings	20
Item 1A. Risk Factors	20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Mine Safety Disclosures	20
Item 5. Other Information	20
Item 6. Exhibits	21
Part III. Signatures	22

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements

TRAILBLAZER MERGER CORPORATION I

CONDENSED BALANCE SHEETS

	June 30,			December 31,
	2023			2022
	(Unaudited)
ASSETS
Current assets
Cash	$	731,505		$	34,393
Prepaid expenses		170,746			2,083
Total current assets		902,251			36,476

Deferred tax asset		17,142			—
Prepaid insurance		79,431			—
Deferred offering costs		—			265,377
Cash and marketable securities in Trust Account		71,096,376			—
TOTAL ASSETS	$	72,095,200		$	301,853

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accrued expenses	$	136,637		$	1,290
Accrued offering costs		75,000			55,750
Income taxes payable		146,559			—
Promissory note related party		325,085			225,000
Total current liabilities		683,281			282,040

Deferred underwriting fee payable		2,070,000			—
TOTAL LIABILITIES		2,753,281			282,040

COMMITMENTS AND CONTINGENCIES (Note 6)
Class A common stock subject to possible redemption, 6,900,000 shares at redemption value at $10.26 per share as of June 30, 2023 and none at December 31, 2022		70,766,959			—

STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized: 2,119,499 and 1,724,999 issued and outstanding (excluding 6,900,000 and 0 shares subject to possible redemption) at June 30, 2023 and December 31, 2022, respectively⁽¹⁾⁽²⁾		212			172
Class B common stock, $0.0001 par value; 5,000,000 shares authorized; 1 share issued and outstanding at June 30, 2023 an December 31, 2022		—			—
Additional paid-in capital		—			24,828
Accumulated deficit		(1,425,252	)		(5,187	)
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY		(1,425,040	)		19,813
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	72,095,200		$	301,853

(1)	At December 31, 2022, included up to 225,000 shares of Class A common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter; subsequently exercised in full.

(2)

On January 20, 2023, the Sponsor forfeited 215,625 Class A founder shares for no consideration (see Note 5). All shares were retrospectively presented. As a result, the founder shares consisted of 1,724,999 shares of Class A common stock and 1 share of Class B common stock as of December 31, 2022.

The accompanying notes are an integral part of the unaudited condensed financial statements.

TRAILBLAZER MERGER CORPORATION I

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Operating and formation costs	$	185,587		$	625		$	238,591		$	625
Loss from operations		(185,587	)		(625	)		(238,591	)		(625	)

Other income (expense):
Stock-based compensation expense		—			—			(207,087	)		—
Interest earned on marketable securities held in Trust Account		798,002			—			798,002			—
Unrealized loss on marketable securities held in Trust Account		(81,626	)		—			(81,626	)		—
Other income, net		716,376			—			509,289			—

Income (loss) before provision for income taxes		530,789			(625	)		270,698			(625	)
Provision for income taxes		(139,917	)		—			(129,417	)		—
Net income (loss)	$	390,872		$	(625	)	$	141,281		$	(625	)

Basic and diluted weighted average shares outstanding, Class A common stock ⁽²⁾		9,019,499			—			5,392,400			—

Basic and diluted net income (loss) per share, Class A common stock	$	0.04		$	(0.00	)	$	0.03		$	(0.00	)

Basic and diluted weighted average shares outstanding, Class B common stock ⁽¹⁾		1			725,275			1			364,641

Basic and diluted net income (loss) per share, Class B common stock	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)

(1)	For the three and six months ended June 30, 2022, excluded up to 225,000 shares of Class A common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter; subsequently exercised in full.

(2)	On January 20, 2023, the Sponsor forfeited 215,625 Class A founder shares for no consideration (see Note 5). All shares were retrospectively presented. As a result, the founder shares consisted of 1,724,999 shares of Class A common stock and 1 share of Class B common stock as of December 31, 2022.

The accompanying notes are an integral part of the unaudited condensed financial statements.

TRAILBLAZER MERGER CORPORATION I

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

	Class A Common Stock				Class B Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance — January 1, 2023		1,724,999	$	172		1	$	—	$	24,828		$	(5,187	)	$	19,813

Sale of 394,500 private placement units		394,500		40		—		—		3,944,960			—			3,945,000

Stock-based compensation expense to certain officers/directors		—		—		—		—		207,087			—			207,087

Fair value of rights included in public units		—		—		—		—		745,200			—			745,200

Allocated value of transaction costs to Class A shares		—		—		—		—		(89,233	)		—			(89,233	)

Remeasurement of carrying value to redemption value		—		—		—		—		(4,832,842	)		(1,174,387	)		(6,007,229	)

Net loss		—		—		—		—		—			(249,591	)		(249,591	)

Balance – March 31, 2023		2,119,499		212		1		—		—			(1,429,165	)		(1,428,953	)

Remeasurement of carrying value to redemption value		—		—		—		—		—			(386,959	)		(386,959	)

Net income		—		—		—		—		—			390,872			390,872
Balance – June 30, 2023		2,119,499	$	212		1	$	—	$	—		$	(1,425,252	)	$	(1,425,040	)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

	Class Common Stock A				Class B Common Stock				Additional Paid-in		Accumulated			Stockholder’s (Deficit)
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity

Balance – January 1, 2022		—	$	—		—	$	—	$	—	$	(1,167	)	$	(1,167	)
Net loss		—		—		—		—		—		—			—
Balance – March 31, 2022		—		—		—		—		—		(1,167	)		(1,167	)
Issuance of common stock to Sponsor		1,724,999		172		1		—		24,828		—			25,000
Net loss		—		—		—		—		—		(625	)		(625	)
Balance – June 30, 2022 ⁽¹⁾⁽²⁾		1,724,999	$	172		1	$	—	$	24,828	$	(1,792	)	$	23,208

(1)	For the three and six months ended June 30, 2022, included up to 225,000 shares of Class A common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter; subsequently exercised in full.

(2)	On January 20, 2023, the Sponsor forfeited 215,625 Class A founder shares for no consideration (see Note 5). All shares were retrospectively presented. As a result, the founder shares consisted of 1,724,999 shares of Class A common stock and 1 share of Class B common stock as of December 31, 2022.

The accompanying notes are an integral part of the unaudited condensed financial statements.

TRAILBLAZER MERGER CORPORATION I

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended June 30,
	2023			2022
Cash Flows from Operating Activities:
Net income (loss)	$	141,281		$	(625	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Stock-based compensation expense to certain officers and directors		207,087			—
Interest earned on marketable securities held in Trust Account		(798,002	)		—
Unrealized loss on marketable securities held in Trust Account		81,626			—
Benefit from income taxes		(17,142	)		—
Changes in operating assets and liabilities:
Prepaid expenses		(168,663	)		25,000
Prepaid insurance		(79,431	)		—
Accrued expenses		135,347			435
Income taxes payable		146,559			—
Net cash (used in) provided by operating activities		(351,338	)		24,810

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(70,380,000	)		—
Net cash used in investing activities		(70,380,000	)		—

Cash Flows from Financing Activities:
Proceeds from sale of units, net of underwriting discounts paid		67,965,000			—
Proceeds from sale of private placement units		3,945,000			—
Advances from related party		—			100,000
Proceeds from promissory note - related party		100,085			—
Payment of offering costs		(581,635	)		(76,806	)
Net cash provided by financing activities		71,428,450			23,194

Net Change in Cash		697,112			48,004
Cash – Beginning of period		34,393			25,000
Cash – End of period	$	731,505		$	73,004

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	75,000		$	44,055
Issuance of founder shares through reclassification of advance from related party	$	—		$	25,000
Accretion of Class A common stock to redemption value	$	6,394,188		$	—
Deferred underwriting fee payable	$	2,070,000		$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Trailblazer Merger Corporation I (the “Company”) is a blank check company incorporated in Delaware on November 12, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic location for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of June 30, 2023, the Company had not yet commenced any operations. All activity for the period November 12, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. 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. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on March 28, 2023. On March 31, 2023, the Company consummated the Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 900,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 394,500 units (the “Placement Units”) at a price of $10.00 per Placement Unit, in a private placement to Trailblazer Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $3,945,000, which is described in Note 4.

Transaction costs amounted to $3,971,262 consisting of $1,035,000 of cash underwriting discount, $2,070,000 of deferred underwriting fees, and $866,262 of other offering costs. The allocated value of transaction costs to Class A common stock amounted to $89,233.

Following the closing of the Initial Public Offering on March 31, 2023, an amount of $70,380,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (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 of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

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 Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

If the Company seeks stockholder approval, it will only proceed with a Business Combination, if 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 reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), which will be filed prior to the Initial Public Offering, increase the number of authorized shares, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5), placement shares (shares of Class A common stock included in the Placement Units) and any Public Shares purchased during or after the Initial Public Offering in favor of approving 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 don’t vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until 12 months from the closing of the Initial Public Offering, or until March 31, 2024, to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of its Board of Directors and if requested by the Sponsor, extend the period of time the Company has to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months), provided that, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation and the trust agreement to be entered into between the Company and Continental Stock Transfer & Trust Company in connection with the Initial Public Offering, in order for the time available for the Company to consummate a Business Combination to be extended, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the trust account $690,000 in full, (or $0.10 per share) for each extension, on or prior to the date of the applicable deadline. If the Company is unable to complete a Business Combination within 12 months (or 18 month period if extended) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party 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 (1) $10.20 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to 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 the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Consideration

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor issuance of Founder Shares and loan proceeds from the Sponsor under the Promissory Note (as defined in Note 5). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the Initial Public Offering and the sale of the Placement Units in a private placement.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, it would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Placement Units.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements is issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company has until March 31, 2024 (or September 30, 2024 if we extend the period of time to consummate a Business Combination by the full amount of time) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by March 31, 2024 (or September 30, 2024, if extended), there will be a mandatory liquidation and subsequent dissolution. Management has determined that mandatory liquidation, should a Business Combination not occur, and an extension not be approved by the stockholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the unaudited condensed financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 31, 2024 (or September 30, 2024, if extended). The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Quarterly Report on Form 10-Q.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

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 (“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 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 presentation 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 prospectus for its Initial Public Offering as filed with the SEC on March 29, 2023, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on April 28, 2023. 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 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 including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with GAAP requires 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 unaudited condensed financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $731,505 and $34,393 in cash and no cash equivalents as of June 30, 2023 and December 31, 2022, respectively.

Cash and Marketable Securities in Trust Account

At June 30, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The Company accounts for its marketable securities as trading securities under ASC 320, where securities are presented at fair value on the balance sheets and with unrealized gains or losses, if any, presented on the statements of operations. From inception through June 30, 2023, the Company did not withdraw any interest earned on the Trust Account. As of December 31, 2022 there were no funds deposited in the Trust Account.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs consist principally of professional and registration fees, cash underwriting discount, and deferred underwriting fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to Public Rights (as defined in Note 3) were charged to stockholders’ deficit upon the completion of the Initial Public Offering. Offering costs paid as of June 30, 2023 and December 31, 2022 were $581,635 and $209,627, respectively.

Class A Redeemable Stock Classification

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Rights) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital and accumulated deficit. Accordingly, at June 30, 2023, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid in capital and accumulated deficit.

At June 30, 2023, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Rights		(745,200	)
Class A common stock issuance costs		(3,882,029	)
Plus:
Remeasurement of carrying value to redemption value		6,394,188
Class A Common Stock subject to possible redemption, June 30, 2023	$	70,766,959

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023, the Company’s deferred tax asset of $46,897 had a valuation allowance of $29,755 recorded against it. As of December 31, 2022, the Company’s deferred tax asset of $672 had a full valuation allowance recorded against it. The Company’s effective tax rate was 26.36% and 47.81% for the three and six months ended June 30, 2023 and 0% for the three and six months ended June 30, 2022. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to stock-based compensation expense and the valuation allowance on the deferred tax assets related to organization expenses.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Subsequent remeasurement of the redeemable Class A common stock is excluded from income (loss) per share of common stock as the redemption value approximates fair value. Net income (loss) per share of common stock is computed by dividing the pro rata net income between the shares of Class A common stock and the shares of Class B common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income (loss) per share does not consider the effect of the rights issued in connection with the IPO, as well as rights issuable upon the exercise of the conversion option on outstanding working capital loans, since the exercise of the rights is contingent upon the occurrence of future events and the inclusion of such rights would be anti-dilutive. The rights are exercisable for 729,450 shares of Class A common stock in the aggregate.

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts):

	For the Three Months Ended June 30,									For the Six Months Ended June 30,
	2023				2022					2023				2022
	Class A		Class B		Class A		Class B			Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	390,872	$	—	$	—	$	(625	)	$	141,281	$	—	$	—	$	(625	)
Denominator:
Basic and diluted weighted average common shares outstanding		9,019,499		1		—		725,275			5,392,400		1		—		364,641
Basic and diluted net income (loss) per common share	$	0.04	$	—	$	—	$	(0.00	)	$	0.03	$	—	$	—	$	(0.00	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instruments could be required within 12 months of the balance sheet date.

Stock-Based Compensation

The Company adopted ASC Topic 718, Compensation—Stock Compensation, guidance to account for its stock-based compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations.

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 6,900,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 900,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one right to receive one-tenth (1/10) of a share of Class A common stock.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 394,500 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $3,945,000 in a private placement. A portion of the proceeds from the Placement Units was added to the proceeds from the Initial Public Offering held in the Trust Account so that the Trust Account holds $10.20 per unit sold. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Units will expire worthless.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On May 17, 2022, the Sponsor purchased 1,940,625 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. On September 23, 2022, the Company and the Sponsor entered into a share exchange agreement pursuant to which the Sponsor exchanged 1,940,624 Founder Shares for 1,940,624 shares of Class A common stock. As a result of the share exchange, the Founder Shares consisted of 1,940,624 shares of Class A common stock and 1 share of Class B common stock. On January 20, 2023, the Sponsor surrendered for no consideration and the Company canceled 215,625 of such Founder Shares, resulting in 1,724,999 Founder Shares remaining outstanding of Class A common stock and 1 share of Class B common stock. The 1 share of Class B common stock will automatically be canceled at the time of the initial Business Combination. The holder of the 1 share of Class B common stock will have the right to elect all of the directors prior to the initial Business Combination and the holders of the shares of Class A common stock will not be entitled to vote on the election of directors during such time.

On March 28, 2023, the Chief Financial Officer of the Company and three directors (the “subscribers”) entered into subscription agreements with the Sponsor for an interest in the Sponsor company for their own investment purposes. The interest is backed by the Class A common stock owned by the Company as of March 28, 2023, the date of issuance. As such, the subscribers will participate in the profits or losses of the Sponsor company though date of liquidation. The subscription into interests of the Class A common stock founder shares to the Company’s management and directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The 47,500 Class A common stock which support the subscription interests of management and the directors has a fair value of $207,087 or $4.36 per share, which has been recorded as stock-based compensation. The fair value was determined using a Monte Carlo Model with a volatility of 7.2%, risk-free rate of 3.97% and a stock price of $9.89 as of the valuation date of March 28, 2023. These interests are not subject to performance conditions and as such stock-based compensation of $207,087 was recorded on the statement of operations.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Promissory Note — Related Party

On May 17, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”) as amended on January 20, 2023 and as further amended as of March 31, 2023, pursuant to which the Company may borrow up to an aggregate principal amount of $400,000 (as amended). The Promissory Note is non-interest bearing and is payable on the earlier of (i) the close of the Company’s initial business combination or (ii) September 30, 2024. As of June 30, 2023 and December 31, 2022, there was $325,085 and $225,000, respectively, outstanding under the Promissory Note.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 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 Placement Units (see Note 4). As of June 30, 2023 and December 31, 2022, there was no amount outstanding under the Working Capital Loan.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration and Stockholder’s Rights

Pursuant to a registration rights agreement entered into on March 28, 2023, the holders of the Founder Shares, Placement Units and any unit that may be issued upon conversion of the Working Capital Loans (and any underlying shares of Class A common stock) are entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 900,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On March 31, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase an additional 900,000 Units at a price of $10.00 per Unit.

The underwriter were also entitled to a cash underwriting discount of $0.15 per Unit, or $1,035,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.30 per Unit, or $2,070,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Engagement Letter, Advisory Agreement and Advisory Fee

In June 2022 and as amended on March 8, 2023, the Company entered into an engagement letter with LifeSci Capital LLC in connection with the Initial Public Offering. The engagement letter will be in effect for an initial period of six (6) months or such other time period as mutually agreed in writing. In addition to the above discounts and fees paid to the underwriters under the terms of the engagement letter, upon the consummation of the initial business combination, the Company entered into an advisor agreement. Pursuant to the advisory agreement entered into in September 2022 and as amended on March 8, 2023, the Company has agreed to pay to the underwriters fees equal to one and one half (1.5%) percent of the total consideration in the form of equity interests in the entity that survives any such Business Combination in exchange for the provision by the underwriters of certain services relating to the initial Business Combination.

NOTE 7. STOCKHOLDER’S (DEFICIT) EQUITY

Preferred Stock — The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock. At June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued and outstanding.

Class A Common Stock — The Company is authorized to issue up to 100,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there were 2,119,499 and 1,724,999 shares of Class A common stock issued and outstanding, excluding 6,900,000 and 0 shares of Class A common stock subject to possible redemption, respectively.

Class B Common Stock — The Company is authorized to issue up to 5,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At June 30, 2023 and December 31, 2022, there was 1 share of Class B common stock issued and outstanding.

The holder of our 1 share of Class B common stock will have the right to elect all of our directors prior to our initial business combination and the holders of our shares of Class A common stock will not be entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock will vote together as a single class on other matters submitted to a vote of stockholders, except as required by law. However, with respect to amending our charter to increase or decrease the aggregate number of authorized shares, holders of our Class A common stock and holders of our Class B common stock will vote as a separate class. The Company will increase the number of authorized shares in its Amended and Restated Certificate of Incorporation prior to the Initial Public Offering.

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Public Right will automatically receive one-tenth (1/10) of one share of common stock upon consummation of a Business Combination, even if the holder of a Public Right converted all shares held by him, her or it in connection with a Business Combination or an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to its probusiness combination activities. In the event that the Company will not be the surviving company upon completion of a Business Combination, each holder of a Public Right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each Public Right upon consummation of the Business Combination.

The Company will not issue fractional shares in connection with an exchange of Public Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, the holders of the Public 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.

NOTE 8. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At June 30, 2023, assets held in the Trust Account were comprised of $141 in cash and $71,096,235 in U.S. Treasury securities. During the three and six months ended June 30, 2023, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description

	Level		June 30, 2023
Assets:
Cash and marketable securities held in Trust Account		1	$	71,096,376

The following table presents information about the Company’s equity instruments that are measured at fair value at March 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

	Level		March 31, 2023
Equity:
Fair Value of Public Rights for common stock subject to redemption allocation		3	$	745,200

The rights were valued based on market comparables. The following criteria was utilized to select comparable Special Purpose Acquisition Companies who were pre-business combination and included rights as part of their units that were publicly trading with significant time remaining to complete their initial business combination:

Criteria	Low		High
IPO Proceeds		50		240
Warrant Coverage		—		1.0
Rights Coverage (per unit)		0.05		0.20
Remaining Months to Complete		—		13

The appraiser utilized the median market price of 0.108 as the fair value of the Rights included in the IPO offering.

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Trailblazer Merger Corporation I References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Trailblazer Sponsor Group, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on November 12, 2021 for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Placement Units, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities for the period November 12, 2021 (inception) through June 30, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2023, we had a net income of $390,872, which consists of interest earned on marketable securities held in trust account of $798,002, offset by the operating costs of $185,587, provision for income taxes of $139,917 and unrealized loss on marketable securities held in trust account of $81,626.

For the six months ended June 30, 2023, we had a net income of $141,281, which consists of interest earned on marketable securities held in trust account of $798,002, offset by operating costs of $238,591, provision for income taxes of $129,417, stock-based compensation expense of $207,087 and unrealized loss on marketable securities held in trust account of $81,626.

For the three and six months ended June 30, 2022, we had a net loss of $625, which consist of operating costs.

Liquidity and Capital Resources

On March 31, 2023, we consummated the Initial Public Offering of 6,900,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 900,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 394,500 Placement Units at a price of $10.00 per Placement Unit, in a private placement to the Sponsor, generating gross proceeds of $3,945,000.

For the six months ended June 30, 2023, cash used in operating activities was $351,338. Net income of $141,281 was affected by interest earned on marketable securities held in trust account of $798,002, stock-based compensation expense of $207,087, unrealized loss on marketable securities held in trust account of $81,626, and benefit from income taxes of $17,142. Changes in operating assets and liabilities provided $33,812 of cash for operating activities.

For the six months ended June 30, 2022, cash provided by operating activities was $24,810. Changes in operating assets and liabilities provided $25,435, offset by the net loss during the period of $625.

As of June 30, 2023, we had cash and marketable securities held in the Trust Account of $71,096,376.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2023, we had cash of $731,505. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. 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 Placement Units.

We will need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern through March 31, 2024 (or September 30, 2024 if we extend the period of time to consummate a Business Combination by the full amount of time), the date that we will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The underwriters are entitled to a deferred fee of $0.30 per Unit, or $2,070,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Class A Redeemable Stock Classification

We account for our common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our common stock features certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets.

Net Income (Loss) Per Common Share

We apply the two-class method in calculating earnings per share. Net income (loss) per common share, basic and diluted for Class A common stock subject to possible redemption is calculated by dividing the interest income earned on the Trust Account, net of applicable taxes, if any, by the weighted average number of shares of Class A common stock subject to possible redemption outstanding for the period. Net income (loss) per common share, basic and diluted for and non-redeemable common stock is calculated by dividing net income (loss) less income attributable to Class A common stock subject to possible redemption, by the weighted average number of shares of non-redeemable common stock outstanding for the periods presented.

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2023 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for our Initial Public Offering filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. As of the date of this Report, there have been no material changes to the risk factors disclosed in our final prospectus for its Initial Public Offering filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

For a description of the use of the proceeds generated in our Initial Public Offering and private placement, see Part I, Item 2 of this Quarterly Report. There has been no material change in the planned use of the proceeds from the Initial Public Offering and private placement as is described in the Company’s final prospectus related to the Initial Public Offering.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
1.1		Underwriting Agreement, dated March 28, 2023, by and among the Company, LifeSci and Ladenburg (1)
3.1		Amended and Restated Certificate of Incorporation (1)
4.1		Rights Agreement, dated March 28, 2023, by and between the Company and Continental Stock Transfer & Trust Company (1)
10.1		Letter Agreements, dated March 28, 2023, by and between the Company and each of the Company’s officers, directors and initial stockholders (1)
10.2		Investment Management Trust Agreement, dated March 28, 2023 by and between the Company and Continental Stock Transfer & Trust Company (1)
10.3		Registration Rights Agreement, dated March 28, 2023, by and among the Company and the initial stockholders of the Company (1)
10.4		Indemnity Agreements, dated March 28, 2023, by and between the Company and each of the directors and officers of the Company (1)
10.5		Stock Escrow Agreement, dated March 28, 2023, by and among the Company, Continental Stock Transfer & Trust Company and the initial stockholders of the Company (1)
10.6		Private Placement Units Purchase Agreement, dated March 28, 2023, by and between the Company and Trailblazer Sponsor Group, LLC (1)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on April 3, 2023 and incorporated by reference herein.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRAILBLAZER MERGER CORPORATION I

Date: August 11, 2023	By:	/s/ Arie Rabinowitz
	Name:	Arie Rabinowitz
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 11, 2023	By:	/s/ Scott Burell
	Name:	Scott Burell
	Title:	Chief Financial Officer

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Arie Rabinowitz, certify that:

I have reviewed this quarterly report on Form 10-Q of Trailblazer Merger Corporation I;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2023

	/s/ Arie Rabinowitz
	Arie Rabinowitz
	Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott Burell, certify that:

I have reviewed this quarterly report on Form 10-Q of Trailblazer Merger Corporation I;

(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a);

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2023

	/s/ Scott Burell
	Scott Burell
	Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trailblazer Merger Corporation I (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Arie Rabinowitz, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 11, 2023

	/s/ Arie Rabinowitz
	Arie Rabinowitz
	Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trailblazer Merger Corporation I (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Scott Burell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 11, 2023

	/s/ Scott Burell
	Scott Burell
	Chief Financial Officer

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 11, 2023
Document Information Line Items
Entity Registrant Name	TRAILBLAZER MERGER CORPORATION I
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001934945
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41668
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-3710376
Entity Address, Address Line One	510 Madison Avenue Suite 1401
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	586-8224
Entity Interactive Data Current	Yes
Units
Document Information Line Items
Trading Symbol	TBMCU
Title of 12(b) Security	Units
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information Line Items
Trading Symbol	TBMC
Entity Common Stock, Shares Outstanding		9,019,499
Title of 12(b) Security	Class A Common Stock
Security Exchange Name	NASDAQ
Rights
Document Information Line Items
Trading Symbol	TBMCR
Title of 12(b) Security	Rights
Security Exchange Name	NASDAQ
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1

Condensed Balance Sheets - USD ($)

Jun. 30, 2023

Dec. 31, 2022

ASSETS

Cash

$ 731,505

$ 34,393

Prepaid expenses

170,746

2,083

Total current assets

902,251

36,476

Deferred tax asset

17,142

Prepaid insurance

79,431

Deferred offering costs

265,377

Cash and marketable securities in Trust Account

71,096,376

TOTAL ASSETS

72,095,200

301,853

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Accrued expenses

136,637

1,290

Accrued offering costs

75,000

55,750

Income taxes payable

146,559

Promissory note related party

325,085

225,000

Total current liabilities

683,281

282,040

Deferred underwriting fee payable

2,070,000

TOTAL LIABILITIES

2,753,281

282,040

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A common stock subject to possible redemption, 6,900,000 shares at redemption value at $10.26 per share as of June 30, 2023 and none at December 31, 2022

70,766,959

STOCKHOLDERS’ (DEFICIT) EQUITY

Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

Additional paid-in capital

24,828

Accumulated deficit

(1,425,252)

(5,187)

TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY

(1,425,040)

19,813

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

72,095,200

301,853

Class A Common Stock

STOCKHOLDERS’ (DEFICIT) EQUITY

Common stock value

^[1],[2]

212

172

Class B Common Stock

STOCKHOLDERS’ (DEFICIT) EQUITY

Common stock value

[1]	At December 31, 2022, included up to 225,000 shares of Class A common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter; subsequently exercised in full.
[2]	On January 20, 2023, the Sponsor forfeited 215,625 Class A founder shares for no consideration (see Note 5). All shares were retrospectively presented. As a result, the founder shares consisted of 1,724,999 shares of Class A common stock and 1 share of Class B common stock as of December 31, 2022.

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock Subject to Possible Redemption
Common stock subject to possible redemption outstanding	6,900,000
Common stock redemption value per share (in Dollars per share)	$ 10.26
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,119,499	1,724,999
Common stock, shares outstanding	2,119,499	1,724,999
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	5,000,000	5,000,000
Common stock, shares issued	1	1
Common stock, shares outstanding	1	1

Condensed Statements of Operations (Unaudited) - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Operating and formation costs

$ 185,587

$ 625

$ 238,591

$ 625

Loss from operations

(185,587)

(625)

(238,591)

(625)

Other income (expense):

Stock-based compensation expense

(207,087)

Interest earned on marketable securities held in Trust Account

798,002

Unrealized loss on marketable securities held in Trust Account

(81,626)

Other income, net

716,376

509,289

Income (loss) before provision for income taxes

530,789

(625)

270,698

(625)

Provision for income taxes

(139,917)

(129,417)

Net income (loss)

$ 390,872

$ (625)

$ 141,281

$ (625)

Class A Common Stock

Other income (expense):

Basic weighted average shares outstanding (in Shares)

^[1]

9,019,499

5,392,400

Basic net income (loss) per share (in Dollars per share)

$ 0.04

$ 0

$ 0.03

$ 0

Class B Common Stock

Other income (expense):

Basic weighted average shares outstanding (in Shares)

^[2]

725,275

364,641

Basic net income (loss) per share (in Dollars per share)

$ 0

[1]	On January 20, 2023, the Sponsor forfeited 215,625 Class A founder shares for no consideration (see Note 5). All shares were retrospectively presented. As a result, the founder shares consisted of 1,724,999 shares of Class A common stock and 1 share of Class B common stock as of December 31, 2022.
[2]	For the three and six months ended June 30, 2022, excluded up to 225,000 shares of Class A common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter; subsequently exercised in full.

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Common Stock
Diluted weighted average shares outstanding	9,019,499		5,392,400
Diluted net loss per share	$ 0.04	$ 0.00	$ 0.03	$ 0.00
Class B Common Stock
Diluted weighted average shares outstanding	1	725,275	1	364,641
Diluted net loss per share	$ 0.00	$ 0.00	$ 0.00	$ 0.00

Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($)

Class A

Common Stock

Class B

Common Stock

Additional Paid-in Capital

Accumulated Deficit

Total

Balance at Dec. 31, 2021

$ (1,167)

Balance (in Shares) at Dec. 31, 2021

Net income (Loss)

Balance at Mar. 31, 2022

(1,167)

Balance (in Shares) at Mar. 31, 2022

Balance at Dec. 31, 2021

(1,167)

Balance (in Shares) at Dec. 31, 2021

Net income (Loss)

(625)

Balance at Jun. 30, 2022

^[1],[2]

$ 172

24,828

(1,792)

23,208

Balance (in Shares) at Jun. 30, 2022

^[1],[2]

1,724,999

Balance at Mar. 31, 2022

(1,167)

Balance (in Shares) at Mar. 31, 2022

Issuance of common stock to Sponsor

$ 172

24,828

25,000

Issuance of common stock to Sponsor (in Shares)

1,724,999

Net income (Loss)

(625)

Balance at Jun. 30, 2022

^[1],[2]

$ 172

24,828

(1,792)

23,208

Balance (in Shares) at Jun. 30, 2022

^[1],[2]

1,724,999

Balance at Dec. 31, 2022

$ 172

24,828

(5,187)

19,813

Balance (in Shares) at Dec. 31, 2022

1,724,999

Sale of 394,500 private placement units

$ 40

3,944,960

3,945,000

Sale of 394,500 private placement units (in Shares)

394,500

Stock-based compensation expense to certain officers/directors

207,087

Fair value of rights included in public units

745,200

Allocated value of transaction costs to Class A shares

(89,233)

Remeasurement of carrying value to redemption value

(4,832,842)

(1,174,387)

(6,007,229)

Net income (Loss)

(249,591)

Balance at Mar. 31, 2023

$ 212

(1,429,165)

(1,428,953)

Balance (in Shares) at Mar. 31, 2023

2,119,499

Balance at Dec. 31, 2022

$ 172

24,828

(5,187)

19,813

Balance (in Shares) at Dec. 31, 2022

1,724,999

Net income (Loss)

141,281

Balance at Jun. 30, 2023

$ 212

(1,425,252)

(1,425,040)

Balance (in Shares) at Jun. 30, 2023

2,119,499

Balance at Mar. 31, 2023

$ 212

(1,429,165)

(1,428,953)

Balance (in Shares) at Mar. 31, 2023

2,119,499

Remeasurement of carrying value to redemption value

(386,959)

Net income (Loss)

390,872

Balance at Jun. 30, 2023

$ 212

$ (1,425,252)

$ (1,425,040)

Balance (in Shares) at Jun. 30, 2023

2,119,499

[1]	For the three and six months ended June 30, 2022, included up to 225,000 shares of Class A common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter; subsequently exercised in full.
[2]	On January 20, 2023, the Sponsor forfeited 215,625 Class A founder shares for no consideration (see Note 5). All shares were retrospectively presented. As a result, the founder shares consisted of 1,724,999 shares of Class A common stock and 1 share of Class B common stock as of December 31, 2022.

Condensed Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2023 shares
Statement of Stockholders' Equity [Abstract]
Sale of private placement units	394,500

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 141,281	$ (625)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Stock-based compensation expense to certain officers and directors	207,087
Interest earned on marketable securities held in Trust Account	(798,002)
Unrealized loss on marketable securities held in Trust Account	81,626
Benefit from income taxes	(17,142)
Changes in operating assets and liabilities:
Prepaid expenses	(168,663)	25,000
Prepaid insurance	(79,431)
Accrued expenses	135,347	435
Income taxes payable	146,559
Net cash (used in) provided by operating activities	(351,338)	24,810
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(70,380,000)
Net cash used in investing activities	(70,380,000)
Cash Flows from Financing Activities:
Proceeds from sale of units, net of underwriting discounts paid	67,965,000
Proceeds from sale of private placement units	3,945,000
Advances from related party		100,000
Proceeds from promissory note - related party	100,085
Payment of offering costs	(581,635)	(76,806)
Net cash provided by financing activities	71,428,450	23,194
Net Change in Cash	697,112	48,004
Cash – Beginning of period	34,393	25,000
Cash – End of period	731,505	73,004
Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	75,000	44,055
Issuance of founder shares through reclassification of advance from related party		25,000
Accretion of Class A common stock to redemption value	6,394,188
Deferred underwriting fee payable	$ 2,070,000

Description of Organization and Business Operations

6 Months Ended

Jun. 30, 2023

Description of Organization and Business Operations [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Going Concern Consideration

Inflation Reduction Act of 2022

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Cash and Marketable Securities in Trust Account

Offering Costs

Class A Redeemable Stock Classification

At June 30, 2023, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Rights		(745,200	)
Class A common stock issuance costs		(3,882,029	)
Plus:
Remeasurement of carrying value to redemption value		6,394,188
Class A Common Stock subject to possible redemption, June 30, 2023	$	70,766,959

Income Taxes

Net Income (Loss) Per Share of Common Stock

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts):

	For the Three Months Ended June 30,									For the Six Months Ended June 30,
	2023				2022					2023				2022
	Class A		Class B		Class A		Class B			Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	390,872	$	—	$	—	$	(625	)	$	141,281	$	—	$	—	$	(625	)
Denominator:
Basic and diluted weighted average common shares outstanding		9,019,499		1		—		725,275			5,392,400		1		—		364,641
Basic and diluted net income (loss) per common share	$	0.04	$	—	$	—	$	(0.00	)	$	0.03	$	—	$	—	$	(0.00	)

Concentration of Credit Risk

Fair Value of Financial Instruments

Derivative Financial Instruments

Stock-Based Compensation

Recent Accounting Standards

Initial Public Offering

6 Months Ended

Jun. 30, 2023

Initial Public Offering [Abstract]

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Private Placement

6 Months Ended

Jun. 30, 2023

Private Placement [Abstract]

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Related Party Transactions

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

Promissory Note — Related Party

Related Party Loans

Commitment and Contingencies

6 Months Ended

Jun. 30, 2023

Commitment and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration and Stockholder’s Rights

Underwriting Agreement

Engagement Letter, Advisory Agreement and Advisory Fee

Stockholder’s (Deficit) Equity

6 Months Ended

Jun. 30, 2023

Stockholder’s (Deficit) Equity [Abstract]

STOCKHOLDER’S (DEFICIT) EQUITY

NOTE 7. STOCKHOLDER’S (DEFICIT) EQUITY

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Description

	Level		June 30, 2023
Assets:
Cash and marketable securities held in Trust Account		1	$	71,096,376

	Level		March 31, 2023
Equity:
Fair Value of Public Rights for common stock subject to redemption allocation		3	$	745,200

Criteria	Low		High
IPO Proceeds		50		240
Warrant Coverage		—		1.0
Rights Coverage (per unit)		0.05		0.20
Remaining Months to Complete		—		13

The appraiser utilized the median market price of 0.108 as the fair value of the Rights included in the IPO offering.

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company

Emerging Growth Company

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and Marketable Securities in Trust Account

Cash and Marketable Securities in Trust Account

Offering Costs

Offering Costs

Class A Redeemable Stock Classification

Class A Redeemable Stock Classification

At June 30, 2023, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Rights		(745,200	)
Class A common stock issuance costs		(3,882,029	)
Plus:
Remeasurement of carrying value to redemption value		6,394,188
Class A Common Stock subject to possible redemption, June 30, 2023	$	70,766,959

Income Taxes

Income Taxes

Net Income (Loss) Per Share of Common Stock

Net Income (Loss) Per Share of Common Stock

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except share amounts):

	For the Three Months Ended June 30,									For the Six Months Ended June 30,
	2023				2022					2023				2022
	Class A		Class B		Class A		Class B			Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	390,872	$	—	$	—	$	(625	)	$	141,281	$	—	$	—	$	(625	)
Denominator:
Basic and diluted weighted average common shares outstanding		9,019,499		1		—		725,275			5,392,400		1		—		364,641
Basic and diluted net income (loss) per common share	$	0.04	$	—	$	—	$	(0.00	)	$	0.03	$	—	$	—	$	(0.00	)

Concentration of Credit Risk

Concentration of Credit Risk

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Derivative Financial Instruments

Derivative Financial Instruments

Stock-Based Compensation

Stock-Based Compensation

Recent Accounting Standards

Recent Accounting Standards

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Schedule of Class A common stock subject to redemption

Gross proceeds	$	69,000,000
Less:
Proceeds allocated to Public Rights		(745,200	)
Class A common stock issuance costs		(3,882,029	)
Plus:
Remeasurement of carrying value to redemption value		6,394,188
Class A Common Stock subject to possible redemption, June 30, 2023	$	70,766,959

Schedule of net income (loss) per share of common stock

	For the Three Months Ended June 30,									For the Six Months Ended June 30,
	2023				2022					2023				2022
	Class A		Class B		Class A		Class B			Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share
Numerator:
Allocation of net income (loss)	$	390,872	$	—	$	—	$	(625	)	$	141,281	$	—	$	—	$	(625	)
Denominator:
Basic and diluted weighted average common shares outstanding		9,019,499		1		—		725,275			5,392,400		1		—		364,641
Basic and diluted net income (loss) per common share	$	0.04	$	—	$	—	$	(0.00	)	$	0.03	$	—	$	—	$	(0.00	)

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Measurements [Abstract]

Schedule of company’s assets that are measured at fair value

Description

	Level		June 30, 2023
Assets:
Cash and marketable securities held in Trust Account		1	$	71,096,376

Schedule of equity instruments that are measured at fair value

	Level		March 31, 2023
Equity:
Fair Value of Public Rights for common stock subject to redemption allocation		3	$	745,200

Schedule of criteria utilized to select comparable special purpose acquisition companies

Criteria	Low		High
IPO Proceeds		50		240
Warrant Coverage		—		1.0
Rights Coverage (per unit)		0.05		0.20
Remaining Months to Complete		—		13

Description of Organization and Business Operations (Details) - USD ($)		3 Months Ended	6 Months Ended
	Aug. 16, 2022	Mar. 31, 2023	Jun. 30, 2023
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs			$ 3,971,262
Cash underwriting discount			1,035,000
Deferred underwriting fees			2,070,000
Other offering costs			866,262
Allocated share value			$ 89,233
Fair market value percentage			80.00%
Outstanding voting securities percentage			50.00%
Price per unit (in Dollars per share)			$ 10.2
Aggregate share percentage			15.00%
Redeem of its public shares percentage			100.00%
Deposit of cash in the trust account			$ 690,000
Maximum net interest to pay dissolution expenses			$ 100,000
Share price per unit (in Dollars per share)			$ 10
Federal excise tax percentage	1.00%
Excise tax rate percentage	1.00%
IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)		$ 10.2	10
Proceeds from issuance initial public offering		$ 70,380,000
Public Offering Price Per Share (in Dollars per share)			$ 10
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated units (in Shares)			394,500
Price per unit (in Dollars per share)			$ 10
Proceeds from issuance initial public offering			$ 3,945,000
Price per unit (in Dollars per share)			$ 10.2
Share price per unit (in Dollars per share)			$ 10
Class A Common Stock [Member] \| IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated units (in Shares)		6,900,000
Price per unit (in Dollars per share)		$ 10
Class A Common Stock [Member] \| Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Consummated units (in Shares)		900,000
Proceeds from issuance initial public offering		$ 69,000,000
Working Capital Loan [Member]
Description of Organization and Business Operations (Details) [Line Items]
Working capital loans			$ 1,500,000
Sponsor [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)			$ 10.2
Sponsor [Member] \| IPO [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)			$ 0.1
Sponsor [Member] \| Founder Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Payment from the sponsor			$ 25,000

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Cash equivalents	$ 731,505		$ 731,505		$ 34,393
Offering costs paid	581,635		581,635		209,627
Deferred tax asset	$ 46,897		46,897		672
Valuation allowance			$ 29,755
Effective tax rate	26.36%	0.00%	47.81%	0.00%
Statutory tax rate	21.00%	21.00%	21.00%	21.00%
Unrecognized tax benefits
Amount accrued for interest and penalties
Federal deposit insurance			$ 250,000
Class A Common Stock
Summary of Significant Accounting Policies (Details) [Line Items]
Exclusion of shares in the calculation of diluted income (loss) per share (in Shares)			729,450

Summary of Significant Accounting Policies (Details) - Schedule of Class A common stock subject to redemption	6 Months Ended
	Jun. 30, 2023 USD ($)
Schedule of Class A common stock subject to redemption [Abstract]
Gross proceeds	$ 69,000,000
Less:
Proceeds allocated to Public Rights	(745,200)
Class A common stock issuance costs	(3,882,029)
Plus:
Remeasurement of carrying value to redemption value	6,394,188
Class A Common Stock subject to possible redemption, June 30, 2023	$ 70,766,959

Summary of Significant Accounting Policies (Details) - Schedule of net income (loss) per share of common stock - USD ($)

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Class A Common Stock [Member]

Summary of Significant Accounting Policies (Details) - Schedule of net income (loss) per share of common stock [Line Items]

Allocation of net income (loss)

$ 390,872

$ 141,281

Basic weighted average common shares outstanding

^[1]

9,019,499

5,392,400

Basic net income (loss) per common share

$ 0.04

$ 0

$ 0.03

$ 0

Class B Common Stock [Member]

Summary of Significant Accounting Policies (Details) - Schedule of net income (loss) per share of common stock [Line Items]

Allocation of net income (loss)

$ (625)

Basic weighted average common shares outstanding

^[2]

725,275

364,641

Basic net income (loss) per common share

$ 0

[1]	On January 20, 2023, the Sponsor forfeited 215,625 Class A founder shares for no consideration (see Note 5). All shares were retrospectively presented. As a result, the founder shares consisted of 1,724,999 shares of Class A common stock and 1 share of Class B common stock as of December 31, 2022.
[2]	For the three and six months ended June 30, 2022, excluded up to 225,000 shares of Class A common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter; subsequently exercised in full.

Summary of Significant Accounting Policies (Details) - Schedule of net income (loss) per share of common stock (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of net income (loss) per share of common stock (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	9,019,499		5,392,400
Diluted net income (loss) per common share (in Dollars per share)	$ 0.04	$ 0.00	$ 0.03	$ 0.00
Class B Common Stock [Member]
Summary of Significant Accounting Policies (Details) - Schedule of net income (loss) per share of common stock (Parentheticals) [Line Items]
Diluted weighted average common shares outstanding	1	725,275	1	364,641
Diluted net income (loss) per common share (in Dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.00

Initial Public Offering (Details) - $ / shares	6 Months Ended
Initial Public Offering (Details) - $ / shares	Jun. 30, 2023	Mar. 31, 2023
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	6,900,000
Purchase price per unit (in Dollars per share)	$ 10	$ 10.2
Number of rights in a unit	1
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units	900,000

Private Placement (Details) - Private Placement [Member]	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Private Placement (Details) [Line Items]
Number of units sold (in Shares) \| shares	394,500
Share price per unit	$ 10
Aggregate purchase price (in Dollars) \| $	$ 3,945,000
Price per Unit	$ 10.2

Related Party Transactions (Details) - USD ($)					6 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 28, 2023	Jan. 20, 2023	Sep. 23, 2022	May 17, 2022	Jun. 30, 2023	Dec. 31, 2022
Related Party Transactions (Details) [Line Items]
Number of shares issued upon exchange					1,940,624
Price per share (in Dollars per share)					$ 10
Outstanding amount (in Dollars)						$ 225,000
Founder Shares [Member] \| Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Number of stock exchanged			1,940,624
Number of shares cancelled		215,625
Founder Shares [Member] \| Sponsor [Member] \| Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchased shares				1,940,625
Aggregate purchase price (in Dollars per share)				$ 25,000
Number of shares issued upon exchange					1
Common shares, shares outstanding		1
Price per share (in Dollars per share)					$ 12
Business combination completion year					1 year
Founder Shares [Member] \| Sponsor [Member] \| Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued upon exchange			1,940,624
Common shares, shares outstanding		1,724,999
Subscription Agreements [Member] \| Subscribers [Member]
Related Party Transactions (Details) [Line Items]
Fair value of common stock (in Dollars)	$ 207,087
Price per share (in Dollars per share)	$ 4.36
Stock-based compensation (in Dollars)	$ 207,087
Subscription Agreements [Member] \| Subscribers [Member] \| Measurement Input, Price Volatility [Member]
Related Party Transactions (Details) [Line Items]
Percentage of volatility rate	7.20%
Subscription Agreements [Member] \| Subscribers [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Related Party Transactions (Details) [Line Items]
Risk-free rate percentage	3.97%
Subscription Agreements [Member] \| Subscribers [Member] \| Measurement Input, Share Price [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)	$ 9.89
Subscription Agreements [Member] \| Subscribers [Member] \| Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock which support subscription interests	47,500
Promissory Note Related Party [Member]
Related Party Transactions (Details) [Line Items]
Aggregate principal amount (in Dollars)				$ 400,000
Outstanding amount (in Dollars)					$ 325,085
Related Party Loan [Member]
Related Party Transactions (Details) [Line Items]
Working capital (in Dollars)					$ 1,500,000
Related Party Loan [Member] \| Business Combination [Member] \| Working Capital Loan [Member]
Related Party Transactions (Details) [Line Items]
Post-business combination price (in Dollars per share)					$ 10

Commitment and Contingencies (Details) - USD ($)	3 Months Ended	6 Months Ended
Commitment and Contingencies (Details) - USD ($)	Mar. 31, 2023	Jun. 30, 2023
Commitment and Contingencies (Details) [Line Items]
Number of units sold (in Shares)	900,000
Underwriters fees percentage		1.50%
Over-Allotment Option [Member]
Commitment and Contingencies (Details) [Line Items]
Number of units sold (in Shares)		900,000
Price per unit	$ 10
IPO [Member]
Commitment and Contingencies (Details) [Line Items]
Cash underwriting discount		$ 0.15
Underwriting discount (in Dollars)		$ 1,035,000
Deferred fee per unit		$ 0.3
Deferred fee (in Dollars)		$ 2,070,000

Stockholder’s (Deficit) Equity (Details) - $ / shares	6 Months Ended
Stockholder’s (Deficit) Equity (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Stockholder’s (Deficit) Equity (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding
Preferred stock, shares issued
Class A Common Stock [Member]
Stockholder’s (Deficit) Equity (Details) [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock voting rights	one
Common stock, shares issued	2,119,499	1,724,999
Common stock, shares outstanding	2,119,499	1,724,999
Common Stock Subject to Redemption [Member]
Stockholder’s (Deficit) Equity (Details) [Line Items]
Common stock subject to possible redemption outstanding	6,900,000	0
Class B Common Stock [Member]
Stockholder’s (Deficit) Equity (Details) [Line Items]
Common stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock voting rights	one
Common stock, shares issued	1	1
Common stock, shares outstanding	1	1
Number of common stock	1

Fair Value Measurements (Details)	6 Months Ended
Fair Value Measurements (Details)	Jun. 30, 2023 USD ($) $ / shares
Fair Value Measurements [Abstract]
Cash	$ 141
U.S. treasury securities	$ 71,096,235
Market price per share (in Dollars per share) \| $ / shares	$ 0.108

Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value	Jun. 30, 2023 USD ($)
Assets:
Cash and Marketable securities held in Trust Account	$ 71,096,376
Level 1 [Member]
Assets:
Cash and Marketable securities held in Trust Account	$ 1

Fair Value Measurements (Details) - Schedule of equity instruments that are measured at fair value	Mar. 31, 2023 USD ($)
Equity:
Fair Value of Public Rights for common stock subject to redemption allocation	$ 745,200

Fair Value Measurements (Details) - Schedule of criteria utilized to select comparable special purpose acquisition companies	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares $ / item
Low [Member]
Fair Value Measurements (Details) - Schedule of criteria utilized to select comparable special purpose acquisition companies [Line Items]
IPO Proceeds \| $	$ 50
Warrant Coverage \| $ / shares
Rights Coverage (per unit) \| $ / item	0.05
Remaining Months to Complete
High [Member]
Fair Value Measurements (Details) - Schedule of criteria utilized to select comparable special purpose acquisition companies [Line Items]
IPO Proceeds \| $	$ 240
Warrant Coverage \| $ / shares	$ 1
Rights Coverage (per unit) \| $ / item	0.2
Remaining Months to Complete	13 months

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