Sentinel Energy Services (STNL) 10-K 31 Mar 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	SENTINEL ENERGY SERVICES INC.
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 562,500
Amendment Flag	false
Entity Central Index Key	0001709768
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-38271
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1370747
Entity Address, Address Line One	700 Louisiana Street
Entity Address, Address Line Two	Suite 2700
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	(281)
Local Phone Number	407-0686
Title of 12(b) Security	None
Entity Interactive Data Current	Yes
Auditor Firm ID	100
Auditor Name	WithumSmith+Brown, PC
Auditor Location	Whippany, New Jersey
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		565,911
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		862,500

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 21,963	$ 8,314
Prepaid expenses	10,417	12,824
Total current assets	32,380	21,138
Prepaid expenses – long term	25,176	35,591
Total assets	57,556	56,729
Liabilities:
Accounts payable and accrued expenses	325,512	338,064
Total liabilities	325,512	338,064
Stockholders’ Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2022 and 2021
Class A common stock, $0.0001 par value, 200,000,000 shares authorized; 565,911 and 554,411 shares issued and outstanding at December 31, 2022 and 2021, respectively	56	55
Class B common stock, $0.0001 par value, 20,000,000 shares authorized; 862,500 shares issued and outstanding at December 31, 2022 and 2021	86	86
Additional paid-in capital	5,759,399	5,644,400
Accumulated deficit	(6,027,497)	(5,925,876)
Total stockholders’ deficit	(267,956)	(281,335)
Total liabilities and stockholders’ deficit	$ 57,556	$ 56,729

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, authorized	1,000,000	1,000,000
Preferred shares, issued
Preferred shares, outstanding
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	565,911	565,911
Common stock, shares outstanding	565,911	565,911
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	862,500	862,500
Common stock, shares outstanding	862,500	862,500

Statements of Operations

Statements of Operations - USD ($)		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
REVENUE
EXPENSES
General and administrative		101,621	112,810
TOTAL EXPENSES		101,621	112,810
LOSS BEFORE INCOME TAX PROVISION		(101,621)	(112,810)
Income tax provision
NET LOSS		$ (101,621)	$ (112,810)
Weighted average number of shares of common stock outstanding, basic and diluted (in Shares)	[1]	2,279,374	1,415,741
Basic and diluted net loss per share of common stock (in Dollars per share)		$ (0.04)	$ (0.08)
[1] For the years ended December 31, 2022 and 2021, the Class A and Class B common stock participate in losses equally and thus are included together herein.

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Weighted average number of shares of common stock outstanding, Diluted	[1]	2,279,374	1,415,741
Diluted net loss per share of common stock		$ (0.04)	$ (0.08)
[1] For the years ended December 31, 2022 and 2021, the Class A and Class B common stock participate in losses equally and thus are included together herein.

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 55	$ 86	$ 5,609,400	$ (5,813,066)	$ (203,525)
Balance (in Shares) at Dec. 31, 2020	550,911	862,500
Issuance of Class A shares to Sponsor			35,000		35,000
Issuance of Class A shares to Sponsor (in Shares)	3,500
Net loss				(112,810)	(112,810)
Balance at Dec. 31, 2021	$ 55	$ 86	5,644,400	(5,925,876)	(281,335)
Balance (in Shares) at Dec. 31, 2021	554,411	862,500
Issuance of Class A shares to Sponsor	$ 1		114,999		115,000
Issuance of Class A shares to Sponsor (in Shares)	11,500
Net loss				(101,621)	(101,621)
Balance at Dec. 31, 2022	$ 56	$ 86	$ 5,759,399	$ (6,027,497)	$ (267,956)
Balance (in Shares) at Dec. 31, 2022	565,911	862,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows From Operating Activities:
Net loss	$ (101,621)	$ (112,810)
Changes in operating assets and liabilities:
Prepaid expenses	2,407	8,009
Prepaid expenses – long term	10,415	8,773
Accounts payable and accrued expenses	(12,552)	(8,450)
Net cash used in operating activities	(101,351)	(104,478)
Cash Flows From Financing Activities:
Proceeds from issuance of Class A common stock - Sponsor	115,000	35,000
Net cash provided financing activities	115,000	35,000
Net change in cash	13,649	(69,478)
Cash at beginning of year	8,314	77,792
Cash at end of year	$ 21,963	$ 8,314

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	1. Description of Organization and Business Operations Organization and General Sentinel Energy Services Inc. (the “Company”) was incorporated in the Cayman Islands on June 5, 2017. The Company was formed as a blank check company for the purpose of effecting a merger, amalgamation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company is also a “smaller reporting company” as defined in the Exchange Act of 1934, as amended (the “Exchange Act”). On December 28, 2018, the Company changed its jurisdiction of incorporation from the Cayman Islands (“Sentinel Cayman”) to the State of Delaware (“Sentinel Delaware”), as described further below (the “Domestication”) and continued to be named Sentinel Energy Services Inc. As a result of the Domestication, the securities of Sentinel Cayman converted into securities of Sentinel Delaware, such that Sentinel Cayman’s issued and outstanding Class A ordinary shares (the “Class A ordinary shares”) and Class B ordinary shares (the “Class B ordinary shares”) automatically converted by operation of law into one share of Class A common stock (“Class A common stock”) and Class B common stock (“Class B common stock”), of Sentinel Delaware, respectively. Similarly, each of Sentinel Cayman’s outstanding units and warrants automatically converted by operation of law, on a one-for-one basis, into Units (as defined below) of Sentinel Delaware and warrants, including the Private Placement Warrants and Public Warrants (each as defined below) to acquire the corresponding number of shares of Class A common stock, respectively. Accordingly, all references to the Company’s capital stock both before and after the Domestication are referred to as shares of “common stock” in this filing. At December 31, 2022, the Company had not yet commenced operations. All activity through December 31, 2022 relates to (1) the Company’s formation and issuance of the Founder Shares (as defined in Note 4), (2) the Public Offering (as defined below) and sale of warrants in a private placement to the Sponsor (the “Private Placement Warrants”) which closed in November 2017, (3) the subsequent a search for a business combination candidate, including activities in connection with an announced and subsequently terminated proposed business combination and (4) liquidation activities, including liquidation of the Trust Account (as defined below), following the Company’s inability to consummate a business combination prior to the November 7, 2019 deadline under the Company certificate of incorporation (the “Charter”). The Company has not generated any operating revenues since inception. The Company generated non-operating income in the form of interest income from the proceeds derived from the Public Offering and sale of Private Placement Warrants until November 2019. The Company intended to finance its initial business combination with proceeds from the Company’s initial public offering (the “Public Offering”) of the Company units (“Units”) and the sale of the Private Placement Warrants. Each Unit consisted of (A) one share of the Company’s Class A common stock, par value $0.0001 per share (the “Public Shares”), and (B) one-third of one warrant exercisable to purchase one share of the Company’s Class A common stock (each whole warrant, a “Public Warrant”), and from the Company’s private placement sale of warrants exercisable to purchase one share of Company’s Class A common stock (each, a “Private Placement Warrant”) to the Sentinel Management Holdings, LLC (the “Sponsor”). Upon the closings of the Public Offering and the sale of the Private Placement Warrants, approximately $345,000,000 was placed in a trust account (the “Trust Account”). The Company was not able to consummate a business combination prior to the November 7, 2019 deadline under the Company’s Charter. As a result, the Company commenced the liquidation of the Trust Account, which then had a balance of approximately $355,500,000, and returned the funds held therein to its public stockholders by redeeming 100% of the Public Shares in accordance with the Charter. During the liquidation period, the Company and the holders of the Public Warrants also executed an amendment to the Warrant Agreement, dated as of November 2, 2017, by and between the Company and Continental Stock Transfer & Trust Company, which automatically converted the Public Warrants into the right to receive $0.02 per whole Public Warrant, payable in cash. The redemption of the Public Shares and the conversion of the Public Warrants completely extinguished the public stockholders’ rights in the Company. In addition, the Sponsor forfeited the Private Placement Warrants as a result of the Company being unable to consummate a business combination prior to the deadline in its Charter. In connection with the redemption of the Public Shares, each stockholder received approximately $10.30 per share on November 18, 2019. The Company withheld approximately $1,350,000 from the distribution. In April 2020, the Company paid the income tax liability for the year ended December 31, 2019 of $259,284 and, following payment of distribution settlement expenses of $100,351, the Company distributed the remaining $1,152,035 to its public stockholders on May 4, 2020 for a distribution of approximately $0.03 per share. The Trust Account was subsequently closed with no balance remaining. In December 2019, the Company paid $225,990 in connection with the conversion of the Public Warrants. Following the redemption of the Public Shares, the conversion of the Public Warrants and the forfeiture of the Private Placement Warrants, there were no Units, Public Shares, Public Warrants or Private Placement Warrants outstanding. Additional shares of Class A common stock were subsequently issued and shares of Class B common stock remain outstanding. For more information on additional issuances, see Note 4 and the Company’s previous filings with the Securities and Exchange Commission (the “SEC”). Initial Business Combination The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering were intended to be generally applied toward consummating an initial business combination. The Charter and the prospectus that the Company filed in connection with the Public Offering provided that the Company had 24 months after the closing of its Public Offering, or until November 7, 2019, to complete a business combination. During the period since the Company’s Public Offering, the Company diligently searched for a business to combine with in a transaction that would generate value for the Company’s stockholders; however, over the same period, the energy sector experienced significant headwinds, which increased the challenges faced by the Company in sourcing a compelling target business. Despite the Company’s best efforts, it was not able to consummate a business combination prior to the November 7, 2019 deadline under its Charter. As a result, the Company commenced the liquidation of the Trust Account and returned the funds held therein to its public stockholders by redeeming 100% of the Company’s Public Shares in accordance with the Charter, which together with the conversion of the Public Warrants extinguished the public stockholders’ rights in the Company. Underwriting Discount Upon closing of the Public Offering, the Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters with an additional fee (the “Deferred Discount”) of 3.5% ($12,075,000) of the gross offering proceeds payable upon the Company’s completion of an initial business combination. The underwriters were not entitled to any interest accrued on the Deferred Discount. In accordance with the terms of the underwriting agreement entered into in connection with the Public Offering, the underwriters forfeited any rights or claims to the Deferred Discount because the Company was unable to consummate an initial business combination by the November 7, 2019 deadline under its Charter. Liquidity and Going Concern In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company determined that it does not have sufficient liquidity to meet its future obligations; however, management has determined that, pursuant to a commitment letter from the Sponsor, it has access to funds from the Sponsor that alleviate going concern. As of December 31, 2022, the Company had a working capital deficit of $293,132, current liabilities of $325,512 and cash of $21,963. Pursuant a commitment letter from the Sponsor, the Sponsor intends to financially support the Company sufficient for the Company to satisfy its working capital needs until at least March 31, 2023. For additional information, see the information under the captions “Advances from Related Parties,” “Promissory Note Payable – Sponsor,” “Contributions from Related Party” and “Administrative Support Agreement” in Note 4. The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, and other adverse key financial ratios. The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with a commitment letter from the Sponsor. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Reclassification Certain amounts have been reclassified to conform to current year presentation. The Company allocated the December 31, 2021 balance of prepaid expenses into current and long term on the accompanying balance sheet. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year may exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 outbreak and other events (such as the invasion by Russia of Ukraine and any further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on the industry and has concluded that while it is reasonably possible that the outbreak and other events could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. 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 no cash equivalents as of December 31, 2022 and 2021. Net Loss per Share of Common Stock Net loss per share of common stock is computed by dividing net loss applicable to the shares of common stock by the weighted average number of shares outstanding for the periods. As a result of the redemption of Public Shares in November 2019, for the years ended December 31, 2022 and 2021, the Class A shares have no specific redemption rights. Net loss per common share is calculated by dividing the net loss by the weighted average number of Class A and Class B shares outstanding for the periods. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB Topic ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city 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. During the years ended December 31, 2022 and 2021, the Company recorded no income tax expense. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Public Offering and Private Pla

Public Offering and Private Placement Warrants	12 Months Ended
	Dec. 31, 2022
Public Offering & Private Placement Warrants [Abstract]
Public Offering and Private Placement Warrants	3. Public Offering and Private Placement Warrants In November 2017, the Company closed its Public Offering of 34,500,000 units at a price of $10.00 per Unit, with gross proceeds of $345,000,000 from the sale of Units. The closings occurred on November 7, 2017 with respect to 30,000,000 Units and on November 9, 2017 with respect to 4,500,000 Units related to the exercise of the underwriters’ overallotment option. During the liquidation period, the Company and the holders of its Public Warrants executed an amendment to the Warrant Agreement, dated as of November 2, 2017, between the Company and Continental Stock Transfer & Trust Company, to automatically convert all of the outstanding Public Warrants into the right to receive $0.02 per whole Public Warrant, payable in cash. In December 2019, the Company paid $225,990 to its warrant holders in connection with the conversion of the Public Warrants. Simultaneously with the closing of the Public Offering on November 7, 2017, the Sponsor purchased an aggregate of 5,333,333 Private Placement Warrants at a price of $1.50 per whole warrant ($8,000,000 in gross proceeds) in a private placement. Simultaneously with the closing of the overallotment, the Company consummated the private placement of an additional 600,000 Private Placement Warrants to the Sponsor, generating additional gross proceeds of $900,000. The Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the Public Offering, with the Deferred Discount payable upon the Company’s completion of an initial business combination. The Deferred Discount was payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completed its initial business combination. In accordance with the terms of the underwriting agreement entered into in connection with the Public Offering, the underwriters forfeited any rights or claims to the Deferred Discount because the Company was unable to consummate an initial business combination by the November 7, 2019 deadline under its Charter. Following the redemption of the Public Shares, the conversion of the Public Warrants and the forfeiture of the Private Placement Warrants, there were no Units, Public Shares, Public Warrants or Private Placement Warrants outstanding. Additional shares of Class A common stock were subsequently issued and shares of Class B common stock remain outstanding. For more information on additional issuances, see Note 4 and the Company’s previous filings with the SEC.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	4. Related Party Transactions Founder Shares In June 2017 prior to the Public Offering, the Sponsor entered into an Amended and Restated Securities Purchase Agreement for the purchase of 14,375,000 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.002 per share. The Sponsor is a portfolio company of CSL Capital Management, L.P., an energy services-focused private equity fund. Following the redemption of the Public Shares, the conversion of the Public Warrants and the forfeiture of the Private Placement Warrants noted above, the only securities of the Company outstanding were the Founder Shares. The Founder Shares are identical to the shares of Class A common stock that were included in the Units sold in the Public Offering except that (1) holders of the Founder Shares have the right to vote on the election of directors prior to an initial business combination, (2) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (3) holders of the Founder Shares entered into letter agreements with the Company pursuant to which they agreed to waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of an initial business combination, (4) the Founder Shares will automatically convert on a one-for-one basis into shares of Class A common stock at the time of an initial business combination and (5) the Founder Shares are subject to registration rights, as described below. In August 2017, the Sponsor surrendered 5,750,000 shares of its Class B common stock for no consideration to adjust its holdings to an expected 20% of the Company’s combined outstanding shares of Class A common stock and Class B common following the Public Offering, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares. In October 2017 and April 2018, the Sponsor transferred 37,500 Founder Shares to Marc Zenner and Jon A. Marshall, respectively, both of whom were independent directors of the Company at the time, at the original purchase price. Each of the Sponsor and Messrs. Zenner and Marshall subsequently agreed to forfeit 90% of their Founder Shares when the Company was unable to consummate a business combination prior to the deadline in its Charter, resulting in the Sponsor currently holding 855,000 Founder Shares and each of Messrs. Zenner and Marshall owning 3,750 Founder Shares. As a result, the total number of Founder Shares outstanding as of December 31, 2022 is 862,500. Transfer Restrictions The terms applicable to the Founder Shares provide that, subject to limited exceptions, the Sponsor may not transfer, assign or sell any of the same until the earlier to occur of (A) one year after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. The Sponsor transferred the portion of its Founder Shares noted above to Messrs. Zenner and Marshall in accordance with those terms or pursuant to a waiver thereof. Registration Rights The holders of Founder Shares that may be issued equity securities of the Company upon conversion of working capital loans may be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement, by and between the Company, the Sponsor and Mr. Zenner. The registration rights include certain demand and “piggyback” rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act of 1933, as amended, to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Advances from Related Parties During the years ended December 31, 2022 and 2021, the Sponsor or an affiliate of the Sponsor incurred certain administrative expenses on behalf of the Company in the amount of $0 and $11,188, respectively. During the years ended December 31, 2022 and 2021, the Sponsor or an affiliate of the Sponsor incurred certain administrative expenses on behalf of the Company in the amount of $0 and $3,730, respectively. As of December 31, 2022 and 2021, there was no outstanding balance due to related parties. Promissory Note Payable – Sponsor On March 1, 2019, the Company issued a convertible promissory note (the “Convertible Promissory Note”) in the amount of up to $1,500,000 with the Sponsor to fund the Company’s ongoing expenses. The Convertible Promissory Note does not bear interest and all unpaid principal was due and payable in full on the earlier of November 7, 2019 or the consummation of an initial business combination by the Company. The Sponsor had the option to convert any amounts outstanding under the Convertible Promissory Note into warrants of a post-business combination entity to purchase shares, at a conversion price of $1.50 per warrant. On March 31, 2020, the Sponsor converted the $999,640 outstanding into 99,964 shares of Class A common stock of the Company at a conversion price of $10.00 per share. All unpaid principal under the Convertible Promissory Note was due and payable in full on the earlier of November 7, 2019 or the consummation of an initial business combination by the Company by the deadline specified in its Charter. As a result, the Convertible Promissory Note is no longer available to the Company as a source of financing and no amount has been outstanding thereunder since March 31, 2020. As of December 31, 2022 and 2021, the outstanding balance on Convertible Promissory Note was $0. Contributions from Related Party In January 2022, the Company received a contribution of $25,000 from the Sponsor to fund ongoing operations and expenses. The amount advanced by the Sponsor was treated as a capital contribution in exchange for which the Company issued to the Sponsor 2,500 shares of the Company’s Class A common stock at $10.00 per share on January 25, 2022. In September 2022, the Company received a contribution of $30,000 from the Sponsor to fund ongoing operations and expenses. The amount advanced by the Sponsor was treated as a capital contribution in exchange for which the Company issued to the Sponsor 3,000 shares of the Company’s Class A common stock at $10.00 per share on September 20, 2022. In December 2022, the Company received a contribution of $60,000 from the Sponsor to fund ongoing operations and expenses. The amount advanced by the Sponsor was treated as a capital contribution in exchange for which the Company issued to the Sponsor 6,000 shares of the Company’s Class A common stock at $10.00 per share on December 13, 2022. As of December 31, 2022 and 2021, there were 565,911 and 554,411 shares of the Company’s Class A common stock outstanding, respectively, all of which are held by the Sponsor. Administrative Support Agreement Commencing on the date the Units were first listed on the Nasdaq Capital Market, the Company agreed to pay an affiliate of the Sponsor up to $10,000 per month for office space, utilities and secretarial and administrative support. Since the Company was unable to complete its initial business combination prior to the November 7, 2019 deadline in the Charter, pursuant to the Administrative Support Agreement, the Company ceased paying these monthly fees. The Administrative Support Agreement, however, remains in place for the benefit of the Company. The Company did not incur any expenses under the Administrative Support Agreement for the years ended December 31, 2022 and 2021.

Stockholders_ Deficit

Stockholders’ Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Deficit	5. Stockholders’ Deficit Common Stock The authorized common stock of the Company includes up to 200,000,000 shares of Class A common stock, par value of $0.0001 per share, and 20,000,000 shares of Class B common stock, par value of $0.0001 per share, or the Founder Shares. If the Company entered into an initial business combination, it may (depending on the terms of such an initial business combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on an initial business combination to the extent the Company seeks stockholder approval in connection with an initial business combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock held by them. The Sponsor currently holds 855,000 Founder Shares and each of Messrs. Zenner and Marshall holds 3,750 Founder Shares. For a discussion of transactions resulting in these holdings as well as transactions related to Class A common stock, see Note 4 and the Company’s previous filings with the SEC. At December 31, 2022 and 2021, there were 565,911 and 554,411 shares of Class A common stock issued and outstanding, respectively, and 862,500 and 862,500 shares of Class B common stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
Income Taxes	6. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB Topic ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city 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. During the years ended December 31, 2022 and 2021, the Company recorded income tax expense of $0.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	7. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Reclassification	Reclassification Certain amounts have been reclassified to conform to current year presentation. The Company allocated the December 31, 2021 balance of prepaid expenses into current and long term on the accompanying balance sheet.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk
Risks and Uncertainties	Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 outbreak and other events (such as the invasion by Russia of Ukraine and any further escalation of hostilities related thereto, terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) on the industry and has concluded that while it is reasonably possible that the outbreak and other events could have a negative effect on the Company’s financial position and results of its operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.
Net Loss per Share of Common Stock	Net Loss per Share of Common Stock Net loss per share of common stock is computed by dividing net loss applicable to the shares of common stock by the weighted average number of shares outstanding for the periods. As a result of the redemption of Public Shares in November 2019, for the years ended December 31, 2022 and 2021, the Class A shares have no specific redemption rights. Net loss per common share is calculated by dividing the net loss by the weighted average number of Class A and Class B shares outstanding for the periods.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB Topic ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with federal, state, and city 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. During the years ended December 31, 2022 and 2021, the Company recorded no income tax expense.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements.

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended	12 Months Ended
	May 04, 2020	Dec. 31, 2019	Dec. 31, 2022	Dec. 31, 2019	Nov. 18, 2019
Description of Organization and Business Operations (Details) [Line Items]
Description of warrants exercisable purchase shares			Each Unit consisted of (A) one share of the Company’s Class A common stock, par value $0.0001 per share (the “Public Shares”), and (B) one-third of one warrant exercisable to purchase one share of the Company’s Class A common stock (each whole warrant, a “Public Warrant”), and from the Company’s private placement sale of warrants exercisable to purchase one share of Company’s Class A common stock (each, a “Private Placement Warrant”) to the Sentinel Management Holdings, LLC (the “Sponsor”).
Liquidation of trust account ,description			As a result, the Company commenced the liquidation of the Trust Account, which then had a balance of approximately $355,500,000, and returned the funds held therein to its public stockholders by redeeming 100% of the Public Shares in accordance with the Charter.
Public warrant per share (in Dollars per share)			$ 0.02
Amount withheld from distribution			$ 1,350,000
Payments of income tax liability				$ 259,284
Payment of distribution settlement expenses				$ 100,351
Amount of distributed remaining to public shareholder	$ 1,152,035
Distribution price per share (in Dollars per share)	$ 0.03
Public shares, percentage			100%
Underwriting discount, description			Upon closing of the Public Offering, the Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters with an additional fee (the “Deferred Discount”) of 3.5% ($12,075,000) of the gross offering proceeds payable upon the Company’s completion of an initial business combination.
Underwriting discount rate			2%
Deferred discount fee			3.50%
Gross offering proceeds			$ (12,075,000)
Working capital deficit			293,132
Current liabilities			325,512
Cash			$ 21,963
Going concern, term			1 year
Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Payment of warrant holders		$ 225,990
Private Placement Warrants [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock in amount			$ 345,000,000
Public Shares [Member]
Description of Organization and Business Operations (Details) [Line Items]
Stockholder received (in Dollars per share)					$ 10.3

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details)	Dec. 31, 2022 USD ($)
Accounting Policies [Abstract]
Federal depository insurance Corporation Coverage	$ 250,000

Public Offering and Private P_2

Public Offering and Private Placement Warrants (Details) - USD ($)				1 Months Ended		12 Months Ended
	Nov. 09, 2017	Nov. 07, 2017	Nov. 02, 2017	Dec. 31, 2019	Nov. 30, 2017	Dec. 31, 2022
Public Offering and Private Placement Warrants (Details) [Line Items]
Description of underwriter discount						The Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the Public Offering, with the Deferred Discount payable upon the Company’s completion of an initial business combination.
Public Offering [Member]
Public Offering and Private Placement Warrants (Details) [Line Items]
Number of shares in units					34,500,000
Price per share (in Dollars per share)					$ 10
Gross proceeds from sale of units (in Dollars)					$ 345,000,000
Over-Allotment Option [Member]
Public Offering and Private Placement Warrants (Details) [Line Items]
Number of shares in units	4,500,000	30,000,000
Public Warrant [Member]
Public Offering and Private Placement Warrants (Details) [Line Items]
Warrant exercise price (in Dollars per share)			$ 0.02
Paid to warrant (in Dollars)				$ 225,990
Sponsor [Member] | Private Placement Warrants [Member]
Public Offering and Private Placement Warrants (Details) [Line Items]
Number of shares in units		5,333,333
Gross proceeds from sale of units (in Dollars)		$ 8,000,000
Warrant price (in Dollars per share)		$ 1.5
Sale of public offering, shares		600,000
Sponsor [Member] | Private Placement [Member]
Public Offering and Private Placement Warrants (Details) [Line Items]
Paid to warrant (in Dollars)		$ 900,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended							3 Months Ended	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jan. 31, 2022	Apr. 30, 2018	Oct. 31, 2017	Aug. 31, 2017	Jun. 30, 2017	Mar. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Sep. 20, 2022	Jan. 25, 2022	Mar. 01, 2019
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)							$ 0.002
Aggregate of founder shares (in Shares)						8,625,000
Sponsor transferred shares (in Shares)				37,500
Zenner and Marshall subsequently agreed, description					Zenner and Marshall subsequently agreed to forfeit 90% of their Founder Shares when the Company was unable to consummate a business combination prior to the deadline in its Charter, resulting in the Sponsor currently holding 855,000 Founder Shares and each of Messrs. Zenner and Marshall owning 3,750 Founder Shares.
Founder shares outstanding (in Shares)									862,500
Administrative expenses									$ 0	$ 11,188
Convertible promissory note outstanding balance	$ 0								0	$ 0
Operations and expenses	60,000	$ 30,000	$ 25,000
Pay of affiliate	$ 10,000								$ 10,000
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Purchase of shares (in Shares)							14,375,000
Common stock, shares outstanding (in Shares)	862,500								862,500	862,500
Class B Common Stock [Member] | Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Aggregate price							$ 25,000
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)	$ 10								$ 10		$ 10	$ 10
Exceeds price per share (in Dollars per share)	$ 12								$ 12
Common stock, shares Issued (in Shares)	565,911								565,911	554,411	3,000	2,500
Common stock, shares outstanding (in Shares)	554,411								554,411	554,411
Common stock, shares outstanding (in Shares)	565,911								565,911	565,911
Convertible Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Convertible promissory note amount													$ 1,500,000
Conversion price of per share (in Dollars per share)													$ 1.5
Sponsor converted the outstanding								$ 999,640
Convertible Promissory Note [Member] | Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Conversion price of per share (in Dollars per share)								$ 10
Converted into common stock, shares (in Shares)								99,964
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Percentage of Subject to forfeiture						20%
Administrative expenses									$ 0	$ 3,730
Sponsor [Member] | Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Subject to forfeiture (in Shares)						5,750,000
Sponsor [Member] | Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock, shares Issued (in Shares)	6,000								6,000
Common stock, shares outstanding (in Shares)	565,911								565,911
Common stock, shares outstanding (in Shares)										554,411
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor transferred shares (in Shares)					37,500

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Sep. 20, 2022	Jan. 25, 2022	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Sponsor shares related, description	The Sponsor currently holds 855,000 Founder Shares and each of Messrs. Zenner and Marshall holds 3,750 Founder Shares.
Preferred shares, authorized	1,000,000			1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001			$ 0.0001
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common shares, authorized	200,000,000			200,000,000
Common shares, par value (in Dollars per share)	$ 0.0001			$ 0.0001
Common stock issued	565,911	3,000	2,500	554,411
Common shares, outstanding	554,411			554,411
Common stock issued	565,911			565,911
Common shares, outstanding	565,911			565,911
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common shares, authorized	20,000,000			20,000,000
Common shares, par value (in Dollars per share)	$ 0.0001			$ 0.0001
Common stock issued	862,500			862,500
Common shares, outstanding	862,500			862,500

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0