Electriq Power (ELIQQ) 10-K 20 Mar 23 2022 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 17, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Registrant Name	TLG Acquisition One Corp.
Entity Central Index Key	0001827871
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39948
Entity Tax Identification Number	85-3310839
Entity Address, Address Line One	515 North Flagler Drive, Suite 520
Entity Address, City or Town	West Palm Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33401
City Area Code	561
Local Phone Number	945-8340
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 392,000,000
ICFR Auditor Attestation Flag	false
Auditor Name	WithumSmith
Auditor Firm ID	100
Auditor Location	New York
Common Class A [Member]
Document Information [Line Items]
Trading Symbol	TLGA
Security Exchange Name	NYSE
Title of 12(b) Security	Class A common stock included as part of the units
Entity Common Stock, Shares Outstanding		7,948,405
Common Class F [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000
Capital Units [Member]
Document Information [Line Items]
Trading Symbol	TLGA.U
Security Exchange Name	NYSE
Title of 12(b) Security	Units, each consisting of one Class A common stock, $0.0001 par value,and one-third of one redeemable warrant

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 19,750	$ 48,491
Prepaid expenses	108,156	105,654
Total current assets	127,906	154,145
Cash and investments held in Trust Account	80,945,242	400,023,684
Total Assets	81,073,148	400,177,829
Current liabilities:
Accounts payable	276,917	48,917
Accrued expenses	4,472,261	2,428,864
Working capital loan—related party	2,330,370	920,000
Income tax payable	1,055,680
Franchise tax payable	50	121,425
Total current liabilities	8,135,278	3,519,206
Derivative warrant liabilities	800,000	10,600,000
Deferred underwriting commissions	14,000,000	14,000,000
Total Liabilities	22,935,278	28,119,206
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 7,948,405 and 40,000,000 shares at redemption value of approximately $10.03 and $10.00 per share as of December 31, 2022 and 2021, respectively	79,739,786	400,000,000
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021
Additional paid-in capital
Accumulated deficit	(21,602,916)	(27,942,377)
Total stockholders' deficit	(21,601,916)	(27,941,377)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	81,073,148	400,177,829
Common Class A [Member]
Current liabilities:
Class A common stock subject to possible redemption, $0.0001 par value; 7,948,405 and 40,000,000 shares at redemption value of approximately $10.03 and $10.00 per share as of December 31, 2022 and 2021, respectively	79,739,786	400,000,000
Stockholders' Deficit:
Common stock value	0	0
Common Class F [Member]
Stockholders' Deficit:
Common stock value	$ 1,000	$ 1,000

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Temporary equity, par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares outstanding	7,948,405	40,000,000
Temporary equity, redemption price per share	$ 10.03	$ 10
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	200,000,000	200,000,000
Common Class F [Member]
Temporary equity shares outstanding	1,250,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	20,000,000	20,000,000
Common stock shares issued	10,000,000	10,000,000
Common stock shares outstanding	10,000,000	10,000,000
Non Redeemable Common Stock [Member]
Temporary equity shares outstanding	40,000,000	40,000,000
Common stock shares issued	0	0
Common stock shares outstanding	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
General and administrative expenses	$ 4,353,919	$ 4,332,947
General and administrative expenses—related party	83,500	78,000
Franchise tax expenses	238,894	209,995
Loss from operations	(4,676,313)	(4,620,942)
Offering costs associated with derivative warrant liabilities		(1,413,340)
Change in fair value of derivative warrant liabilities	9,800,000	23,933,330
Change in fair value of working capital loan - related party	689,630	0
Income from investments held in Trust Account	5,683,750	23,684
Net icome before income taxes	11,497,067	17,922,732
Income tax expense	(1,055,679)
Net income (loss)	$ 10,441,388	$ 17,922,732
Common Class A [Member]
Weighted average shares outstanding, Basic	39,824,375	36,602,740
Weighted average shares outstanding, Diluted	39,824,375	36,602,740
Basic net income per share	$ 0.21	$ 0.39
Diluted net income per share	$ 0.21	$ 0.39
Common Class F [Member]
Weighted average shares outstanding, Basic	10,000,000	9,893,836
Weighted average shares outstanding, Diluted	10,000,000	9,893,836
Basic net income per share	$ 0.21	$ 0.39
Diluted net income per share	$ 0.21	$ 0.39

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' (Deficit) - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Common Class A [Member] Common Stock [Member]	Common Class F [Member] Common Stock [Member]
Beginning balance at Dec. 31, 2020	$ 21,671	$ 24,000	$ (3,329)	$ 0	$ 1,000
Beginning balance (in shares) at Dec. 31, 2020				0	10,000,000
Net income (loss)	17,922,732	0	17,922,732
Increase in redemption value of Class A common stock subject to possible redemption	(45,885,780)	(24,000)	(45,861,780)
Ending balance at Dec. 31, 2021	(27,941,377)	0	(27,942,377)	$ 0	$ 1,000
Ending balance (in shares) at Dec. 31, 2021				0	10,000,000
Net income (loss)	10,441,388	0	10,441,388
Increase in redemption value of Class A common stock subject to possible redemption	(4,101,927)		(4,101,927)
Ending balance at Dec. 31, 2022	$ (21,601,916)	$ 0	$ (21,602,916)	$ 0	$ 1,000
Ending balance (in shares) at Dec. 31, 2022				0	10,000,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ 10,441,388	$ 17,922,732
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party under note payable	0	1,530
Offering costs associated with derivative warrant liabilities	0	1,413,340
Change in fair value of derivative warrant liabilities	(9,800,000)	(23,933,330)
Change in fair value of working capital loan - related party	(689,630)	0
Income from investments held in Trust Account	(5,683,750)	(23,684)
Changes in operating assets and liabilities:
Prepaid expenses	(2,502)	(105,654)
Accounts payable	228,000	48,917
Accrued expenses	2,043,398	2,343,864
Income tax payable	1,055,680	0
Franchise tax payable	(121,375)	120,488
Net cash used in operating activities	(2,528,791)	(2,211,797)
Cash Flows from Investing Activities
Investment income released from Trust Account to pay for taxes	400,050	0
Cash withdrawn from Trust Account for redemptions	324,362,141	0
Cash deposited in Trust Account	0	(400,000,000)
Net cash provided by (used in) investing activities	324,762,191	(400,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party	0	(192,312)
Proceeds received from initial public offering, gross	0	400,000,000
Proceeds received from private placement	0	10,000,000
Redemption of Class A common stock	(324,362,141)	0
Proceeds received from working Capital Loan - related party	2,100,000	920,000
Offering costs paid	0	(8,467,900)
Net cash provided by (used in) financing activities	(322,262,141)	402,259,788
Net change in cash	(28,741)	47,991
Cash - beginning of the year	48,491	500
Cash - end of the year	19,750	48,491
Supplemental disclosure of noncash activities:
Deferred offering costs included in accrued expenses	0	85,000
Deferred offering costs paid by related party under promissory note	0	51,890
Accounts payable paid through promissory note	0	750
Deferred underwriting commissions in connection with the initial public offering	$ 0	$ 14,000,000

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1-Description of Organization and Business Operations TLG Acquisition One Corp. (the “Company”) is a blank check company incorporated in Delaware on October 2, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2021. On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC, in its capacity as a purchaser of Private Placement Warrants (“RBC”), respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the 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. The Company will provide the holders of the 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 held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The holders of the Founder Shares (as defined in Note 4) (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial per-share 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 remaining stockholders and the board of directors of the Company (the “Board”), 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 Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply 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”). 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 for 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. Trust Account Redemptions and Extension of Combination Period On December 19, 2022, the Company held a special meeting of stockholders at which such stockholders approved the proposal to amend the Amended and Restated Certificate of Incorporation giving the Company the right to extend the business combination deadline on a monthly basis up to six times from February 1, 2023 to August 1, 2023, by depositing into the Trust Account the lesser of (i) an aggregate of for each issued and outstanding Public Share that has not been redeemed for each one-month extension (the “Extension”). On both January 30, 2023 and February 24, 2023, the Company deposited $476,904 into the Trust Account in order to extend the business combination deadline to March 1, 2023 and April 1, 2023, respectively. In connection with such vote, the holders of an aggregate of 32,051,595 Public Shares exercised their right to redeem their shares for an aggregate of approximately $324.4 million in cash held in the Trust Account. Additionally, upon shareholder approval of the Extension, the Sponsors agreed that they would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled (the “Forfeiture”). The Forfeiture occurred on January 30 Proposed Business Combination On November 13, 2022, the Company and Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), entered into a Merger Agreement, as amended on December 23, 2022 and as may be further amended (the “Merger Agreement”) with Electriq Power, Inc., a Delaware corporation (“Electriq”). If the transactions contemplated by the Merger Agreement (the “Transactions”) are completed, Merger Sub will merge with and into Electriq, with Electriq surviving such merger as a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other Transactions (together with the Merger, the “Proposed Business Combination”), the separate corporate existence of Electriq will cease to exist and the holders of Electriq common stock, preferred stock, options, warrants and other convertible securities (collectively, the “Electriq equityholders”) will become equityholders of the Company, which will change its name to “Electriq Power Holdings, Inc.” in connection with the Business Combination ( “New Electriq”). As part of the Merger, Electriq equityholders will receive aggregate merger consideration (the “Merger Consideration”) of $495 million, consisting of up to 49,500,000 shares of the Company’s Class A common stock, valued at $10.00 per share, and the right to elect to receive up to $25.0 million in cash with a corresponding reduction in the number of shares of the Company’s Class A common stock. At the closing of the Merger (the “Closing”), 2,000,000 shares of the Company’s Class A common stock from the Merger Consideration (the “Merger Consideration Incentive Shares”) will be placed into an escrow account to be used as Merger Consideration Incentive Shares. As part of the Merger Consideration, holders of Electriq’s warrants and options not exercised prior to the Merger will receive replacement warrants and options, respectively, to purchase shares of the Company’s Class A Common Stock based on the value of the Merger Consideration per share of Electriq common stock. Pursuant to the Merger Agreement, the Company has agreed to use its reasonable best efforts to enter into subscription agreements, non-redemption In connection with the Financings, 7,000,000 shares of the Company’s Class A common stock (the “Incentive Shares”) will be placed in escrow at Closing, consisting of 5,000,000 newly issued shares of The Company’s Class A common stock (the “New Incentive Shares”) and the 2,000,000 Merger Consideration Incentive Shares. The New Incentive Shares will be paid out as incentives in the Financings first, followed by the Merger Consideration Incentive Shares. At the termination of the escrow, any New Incentive Shares not paid out in the Financing will be transferred 50% to the Sponsor (defined in the Merger Agreement) and 50% to the Electriq equityholders, and any Merger Consideration Incentive Shares not paid out in the Financing will be returned to the Electriq equityholders. The Merger Agreement includes covenants of Electriq with respect to operation of its business prior to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, a covenant to make any required filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), and the preparation and filing of a registration statement on Form S-4 The Merger Agreement contains customary representations and warranties of the parties thereto with respect to the parties, the Business Combination contemplated by the Merger Agreement and their respective business operations and activities. The representations and warranties of the parties generally do not survive the Closing. Consummation of the Business Combination is generally subject to customary conditions, including (a) expiration or termination of all applicable waiting periods under HSR, (b) the absence of any law or governmental order prohibiting the consummation of the Merger, (c) the effectiveness of the Registration Statement / Proxy Statement, (d) the Company’s Class A common stock to be issued in the Merger having been listed on The New York Stock Exchange (“NYSE”) upon the Closing, and otherwise satisfying the applicable listing requirements of NYSE, (e) receipt of stockholder approval from stockholders of each of the Company and Electriq for consummation of the Merger and other related necessary matters and (f) the Company having net tangible assets following the redemptions of at least $5,000,001. The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including by mutual written consent or if the Business Combination has not been consummated on or prior to April 1, 2023 (subject to extensions until as late as June 1, 2023). In connection with the execution of the Merger Agreement, certain security holders of Electriq (the “Electriq Holders”) entered into lock-up “Lock-up Lock-up “Lock-up”). 30-day Lock-up Lock-up 30-day Lock-up. In connection with the execution of the Merger Agreement, the Company entered into an agreement (the “Sponsor Agreement”) with Electriq, the Sponsor, an affiliate of the Sponsor and the Company’s independent directors, whereby the Sponsor and holders of the Company’s Class F common stock have agreed to waive certain of their anti-dilution and conversion rights with respect to the Class F common stock. The Sponsor also agreed to subject its holdings of the Company’s Class F common stock, and the other holders of the Company’s Class F common stock agreed to subject their Class F common stock, to certain transfer restrictions as follows: (i) with respect to 500,000 shares of Class F common stock, the Sponsor will not transfer such shares until the earliest to occur of (x) the fifth anniversary of the Closing, (y) such time as the closing volume weighted average price of a share of the Company’s Class A Common Stock equals or exceeds $12.50 for any 20 trading days within any 30-day equals or exceeds $15.00 for any 20 trading days within any 30-day six-month price of a share of the Company’s Class A common stock equals or exceeds $12.50 for any 20 trading days within any 30-day trading period and (ii) an additional 10% of such shares of Class F common stock will be released at such time as the closing volume weighted average price of a share of the Company’s Class A common stock equals or exceeds $15.00 for any 20 trading days within any 30-day trading period. The Company’s 30-day 30- day Support Agreement In connection with the execution of the Merger Agreement, certain stockholders of Electriq (each, a “Supporting Electriq Stockholder”), Electriq and the Company entered into a Support Agreement (the “Support Agreement”). Under the Support Agreement, each Supporting Electriq Stockholder agreed to, among other things, (i) vote at any meeting of the stockholders of Electriq or by written consent all of its Electriq common stock and/or Electriq preferred stock, as applicable, held of record or thereafter acquired in favor of the Merger and the Transactions contemplated by the Merger Agreement and (ii) be bound by certain transfer restrictions with respect to Electriq securities, in each case, on the terms and subject to the conditions set forth in the Support Agreement. Stockholders’ Agreement The Merger Agreement contemplates that, at the Closing, New Electriq, the Sponsor and certain former Electriq equityholders will enter into a stockholders’ agreement (the “Stockholders’ Agreement”), pursuant to which (i) the Sponsor will be entitled to nominate one (1) director until the date upon which the Sponsor’s and its affiliates’ aggregate initial ownership interest of the issued and outstanding common stock of New Electriq (“Sponsor Initial Ownership Interest”) decreases to one-half Co-Investment one-half non-voting Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, New Electriq, the Sponsor, certain of its affiliates, RBC and certain former stockholders of Electriq will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, New Electriq will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of The Company’s Class A Common Stock that are held by, or issuable pursuant to other securities held by, the parties thereto from time to time. If the transactions contemplated by the Merger Agreement are completed (the “Transactions”), Electriq will survive such merger as a wholly owned subsidiary of the Company (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other Transactions contemplated by the Merger Agreement (together with the Merger, the “Proposed Business Combination”), the separate corporate existence of Electriq will cease and the holders of Electriq common stock, preferred stock, options and warrants will become equityholders of the Company, which will change its name to “Electriq Power Holdings, Inc.” in connection with the Proposed Business Combination. For additional information regarding the Merger Agreement and the Transactions contemplated therein, see the Current Report on Form 8-K Liquidity and Going Concern As of December 31, 2022, the Company had approximately $20,000 in its operating bank account and a working capital deficit of approximately $7.0 million, not including taxes payable of approximately $1.0 million. 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 on behalf of the Company to cover certain offering costs in exchange for issuance of Founder Shares (as defined in Note 4), and a loan from the Sponsor of approximately $192,000 under the Note (as defined in Note 4). The Company repaid the Note in full upon consummation of the Private Placement. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement, held outside of the Trust Account, and Working Capital Loan from affiliates. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Working Capital Loan (as defined in Note 4) as may be required. The Company has drawn approximately $3.0 million and $0.9 million under such loans as of December 31, 2022 and 2021, respectively. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40,

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2-Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated 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 regularly exceed the federally insured limit of 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. 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, held outside of the Trust Account. Cash and Investments Held in Trust Account At December 31, 2022 , Investments Held in Trust Account At December 31, 2021, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented in the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement Working Capital Loan-Related Party The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company recognizes each borrowing, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recognized as change in the fair value of Working Capital Loan-related party in the consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 7,948,405 and 40,000,000 shares of 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 consolidated balance sheets, respectively. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, the Company had deferred tax assets aggregating approximately 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 as of 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. Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted income per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the years ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For t 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic and diluted $ 8,345,749 $ 2,095,639 $ 14,109,020 $ 3,813,712 Denominator: Basic and diluted weighted average common stock outstanding 39,824,375 10,000,000 36,602,740 9,893,836 Basic and diluted net income per common stock $ 0.21 $ 0.21 $ 0.39 $ 0.39 Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates if currently adopted would have a material effect on the Company’s consolidated financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Initial Public Offering	Note 3-Initial On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 Units, including 5,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4-Related Party Transactions Founder Shares On October 13, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in exchange for 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Founder Shares”). Subsequently, in October 2020, 431,250 Founder Shares were transferred to an affiliate of the Sponsor. In January 2021, the Sponsor transferred 40,000 Founder Shares to each of the independent directors at their original purchase price. On January 27, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class F common stock for each outstanding share of Class F common stock, resulting in an aggregate of 10,000,000 shares of Class F common stock outstanding. The Initial Stockholders agreed to forfeit up to 1,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; (B) subsequent to the initial Business Combination, 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 Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On October 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor and the Company executed a non-interest-bearing September 29, 2022, the Sponsor and the Company amended the Working Capital Loan, providing the Company the ability to borrow up to $8,000,000. If the Company completes an initial Business Combination, the Company will repay the Working Capital Loan out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loan will 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 Loan, but no proceeds held in the Trust Account would be used to repay the Working Capital Loan. The lender may elect to convert up to million under such loans as of December 31, 2022 and 2021, respectively. Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $84,000 and $78,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively. As of December, 2022 and 2021 there was $0 and $35,000 in accounts payable related to this agreement. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket out-of-pocket

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5-Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loan, if any, had registration rights to require the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to Class A common stock) pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, RBC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 million in the aggregate. The deferred fee will become payable to the underwriters 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. Consulting Fees The Company has agreements with third party consultants to provide certain advisory services to the Company relating to the identification of and negotiations with potential Targets, assistance with due diligence, marketing, financial analyses and investor relations, pursuant to which the consultants have agreed to defer their fees and have payment of such fees to be solely contingent on the Company closing an initial Business Combination. As of December 31, 2022 and 2021, the Company has incurred approximately $949,000 and $0 in contingent fees pursuant to these agreements. The Company will recognize an expense for these services when the performance trigger is considered probable, which in this case will occur upon the closing of an initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. 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 shareholders 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 share redemption or other share 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 will 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.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	12 Months Ended
	Dec. 31, 2022
Temporary Equity Disclosure [Abstract]
Class A Common Stock Subject to Possible Redemption	Note 6-Class A Com mon Subject The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 7,948,405 and 40,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330 ) Offering costs allocated to Class A common stock subject to possible (21,284,250 ) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption, as of December 31, 2021 $ 400,000,000 Accretion on Class A common stock subject to possible redemption amount 4,101,927 Redemption of Class A common stock subject to possible redemption amount (324,362,141 ) Class A common stock subject to possible redemption, as of December 31, 2022 $ 79,739,786

Stockholders' (Deficit)

Stockholders' (Deficit)	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	Note 7-Stockholders’ Deficit Preferred Stock Class A Common Stock shares of Class A common stock issued and outstanding, respectively. All shares subject to possible redemption have been classified as temporary equity (see Note 6). Class F Common Stock The Amended and Restated Certificate of Incorporation provides that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the Amended and Restated Certificate of Incorporation may only be amended if approved by holders of at least 90% of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the New York Stock Exchange then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Warrant Liability Disclosure [Abstract]
Warrants	Note 8-Warrants As of December 31, 2022 and 2021, the Company had 13,333,333 Public Warrants and 6,666,667 Private Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Board, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants for Class A common stock: Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9-Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 533,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 266,670 $ Working Capital Loan - related party $ — $ — $ 2,330,370 December 31, 2021: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account - Money market fund $ 400,023,684 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,933,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 3,666,670 Working Capital loan - related party $ — $ — $ 920,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 to a Level 2 on January 1, 2022, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. There were no other transfers between levels of the hierarchy for the years ended December 31, 2022 and 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities, as of December 31, 2021. The initial fair value of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants has subsequently been determined using listed prices in an active market for such warrants. The fair value of the Private Placement Warrants has subsequently been determined by reference to the observable trading price of the Public Warrants, when classified as a Level 2 measurement. The estimated fair value of the Private Placement Warrants, prior to being a Level 2 measurement, was determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies’ common shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon Up to $ million in outstanding principal of the Working Capital Loan may be converted, at the lender’s option, into warrants of the post Business Combination entity at a price of $ per warrant. The warrants will be identical to the Private Placement Warrants. The Company has elected the fair value option to account for the borrowings under the Working Capital Loan. The fair value of the working capital loan was estimated utilizing discounted cash flow techniques and a Black-Scholes option model assuming the warrants as the underlying. The traded price of the Public Warrants as of each measurement date was used as a proxy for the underlying warrant price. The time to maturity was estimated based on management’s estimated time to close a Business Combination. The volatility was derived from the traded prices of the Public Warrants. The discounted value of the loan host is based on observable high yield rates and management’s estimated probability of closing a Business Combination. As of December 31, 2022, all funds in the Trust Account are held as cash. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, Derivative Warrant Liabilities: Exercise price $ 11.50 Stock price $ 9.73 Term (years) 5 Volatility 10.5 % Risk-free rate 1.44 % December December Working Capital Loan: Warrant price $ 0.04 $ 0.55 Volatility 0.01 % 9.00 % Risk-free rate 3.99 % 1.37 % Discount rate 15.76 % 7.96 % Probability of Business Combination 80.00 % 100.00 % Term (years) 0.25 1.00 The change in the fair value of Level 3 derivative warrant liabilities for the years ended December 31, 2022 and 2021, is summarized as follows: Derivative Working Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities (10,200,000 ) — Borrowings of working capital loan - related party — 920,000 Level 3 - Instruments at December 31, 2021 3,666,670 920,000 Transfer of Private Placement Warrants from Level 3 to Level 2 (3,666,670 ) — Borrowings of working capital loan - related party — 2,100,000 Change in fair value of working capital loan - related party — (689,630 ) Level 3 - Instruments at December 31, 2022 — 2,330,370

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 10-Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The income tax provision (benefit) consists of the following: December 31, December 31, Current Federal $ 1,055,679 $ — State — — Deferred Federal (348,546 ) (1,572,412 ) State — — Valuation allowance 348,546 1,572,412 Income tax provision $ 1,055,679 $ — The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets: Start-up/Organization $ 708,381 $ 926,801 Net operating loss carryforwards — 645,611 Total deferred tax assets 708,381 1,572,412 Valuation allowance (708,381 ) (1,572,412 ) Deferred tax asset, net of allowance $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At December 31, 2022 and 2021, the valuation allowance was approximately $708,000 and $1.6 million, respectively. There were no unrecognized tax benefits as of December 31, 2022 and 2021. 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. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (19.0 )% (28.0 )% Transaction costs allocated to derivative warrant liabilities 0.0 % 1.7 % Merger costs 5.0 % (3.4 )% Change in valuation allowance 3.2 % 8.8 % Income Taxes Benefit 10.2 % 0.0 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11-Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events, other than the below, that would have required adjustment or disclosure in the consolidated financial statements. In connection with the Extension, the Sponsors agreed that they would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled. The Forfeiture occurred on January 30, 2023. In January 2023, the Company drew an additional $900,000 on the Working Capital Loan. On January 30, 2023, the Company deposited $476,904 into the Trust Account in order to extend the business combination deadline from February 1, 2023 to March 1, 2023. In February 2023, the Company drew an additional $500,000 on the Working Capital Loan. On February 24

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated 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 The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of 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.
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, held outside of the Trust Account.
Cash and Investments Held in Trust Account	Cash and Investments Held in Trust Account At December 31, 2022 ,
Investments Held in Trust Account	Investments Held in Trust Account At December 31, 2021, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented in the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement
Working Capital Loan – Related Party	Working Capital Loan-Related Party The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company recognizes each borrowing, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recognized as change in the fair value of Working Capital Loan-related party in the consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 7,948,405 and 40,000,000 shares of 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 consolidated balance sheets, respectively. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31, 2022 and 2021, the Company had deferred tax assets aggregating approximately 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 as of 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.
Net Income Per Share of Common Stock	Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted income per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the years ended December 31, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For t 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic and diluted $ 8,345,749 $ 2,095,639 $ 14,109,020 $ 3,813,712 Denominator: Basic and diluted weighted average common stock outstanding 39,824,375 10,000,000 36,602,740 9,893,836 Basic and diluted net income per common stock $ 0.21 $ 0.21 $ 0.39 $ 0.39
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates if currently adopted would have a material effect on the Company’s consolidated financial statements.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Basic and Diluted Net Income (Loss) per Common Share	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For t 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic and diluted $ 8,345,749 $ 2,095,639 $ 14,109,020 $ 3,813,712 Denominator: Basic and diluted weighted average common stock outstanding 39,824,375 10,000,000 36,602,740 9,893,836 Basic and diluted net income per common stock $ 0.21 $ 0.21 $ 0.39 $ 0.39

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2022
Temporary Equity Disclosure [Abstract]
Summary of class A common stock subject to redemption	The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330 ) Offering costs allocated to Class A common stock subject to possible (21,284,250 ) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption, as of December 31, 2021 $ 400,000,000 Accretion on Class A common stock subject to possible redemption amount 4,101,927 Redemption of Class A common stock subject to possible redemption amount (324,362,141 ) Class A common stock subject to possible redemption, as of December 31, 2022 $ 79,739,786

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	December 31, 2022: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 533,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 266,670 $ Working Capital Loan - related party $ — $ — $ 2,330,370 December 31, 2021: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account - Money market fund $ 400,023,684 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,933,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ — $ 3,666,670 Working Capital loan - related party $ — $ — $ 920,000
Summary of Fair Value Measurements Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, Derivative Warrant Liabilities: Exercise price $ 11.50 Stock price $ 9.73 Term (years) 5 Volatility 10.5 % Risk-free rate 1.44 %
Summary of Change in the Fair Value of Derivative Warrant Liabilities	The change in the fair value of Level 3 derivative warrant liabilities for the years ended December 31, 2022 and 2021, is summarized as follows: Derivative Working Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities (10,200,000 ) — Borrowings of working capital loan - related party — 920,000 Level 3 - Instruments at December 31, 2021 3,666,670 920,000 Transfer of Private Placement Warrants from Level 3 to Level 2 (3,666,670 ) — Borrowings of working capital loan - related party — 2,100,000 Change in fair value of working capital loan - related party — (689,630 ) Level 3 - Instruments at December 31, 2022 — 2,330,370
Working Capital Loan Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Summary of Fair Value Measurements Inputs	December December Working Capital Loan: Warrant price $ 0.04 $ 0.55 Volatility 0.01 % 9.00 % Risk-free rate 3.99 % 1.37 % Discount rate 15.76 % 7.96 % Probability of Business Combination 80.00 % 100.00 % Term (years) 0.25 1.00

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Summary of income tax provision (benefit)	The income tax provision (benefit) consists of the following: December 31, December 31, Current Federal $ 1,055,679 $ — State — — Deferred Federal (348,546 ) (1,572,412 ) State — — Valuation allowance 348,546 1,572,412 Income tax provision $ 1,055,679 $ —
Schedule of Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets: Start-up/Organization $ 708,381 $ 926,801 Net operating loss carryforwards — 645,611 Total deferred tax assets 708,381 1,572,412 Valuation allowance (708,381 ) (1,572,412 ) Deferred tax asset, net of allowance $ — $ —
Schedule of Reconciliation of the Statutory Federal Income Tax Rate Benefit to the Effective Tax Rate Benefit	A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (19.0 )% (28.0 )% Transaction costs allocated to derivative warrant liabilities 0.0 % 1.7 % Merger costs 5.0 % (3.4 )% Change in valuation allowance 3.2 % 8.8 % Income Taxes Benefit 10.2 % 0.0 %

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)			12 Months Ended
	Dec. 19, 2022	Feb. 01, 2021	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2023	Feb. 24, 2023	Jan. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of IPO			$ 0	$ 400,000,000
Deferred underwriting commissions			14,000,000	14,000,000
Payment to acquire restricted investments			$ 0	400,000,000
Threshold contribution per public share for extension of business combination period	$ 0.06
Restricted investments term			185 days
Percentage of public shares to be redeemed on non completion of business combination			100%
Lock in period for redemption of public shares after closing of IPO			24 months
Minimum share price of the residual assets remaining available for distribution			$ 10
Cash			$ 19,750	48,491
Operating bank account			20,000
Working capital (deficit)			7,000,000
Proceeds from issuance of common stock			25,000
Taxes Payable, Current			1,000,000
Proceeds from unsecured and non-interest bearing promissory note			192,000
Amount drawn from working capital loans			$ 2,100,000	920,000
Maximum threshold deposit in trust account for extension of business combination period	$ 600,000
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash					$ 476,904	$ 476,904	$ 476,904
Sponsor Agreement [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number Of Trading Days For Determining Share Price			20 days
Number of consecutive trading days for determining the share price			30 days
Stockholders Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage Of Common stock, shares Issued And Outstanding			1%
Electriq Holders [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
consideration transferred			$ 495,000,000
Business combination  contingent consideration			$ 25,000,000
Electriq Holders [Member] | Lockup Agreement [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Additional Percentage of Restricted Securities			10%
Electriq Holders [Member] | Lockup Agreement [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of restricted securities			10%
Working Capital Loans [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount drawn from working capital loans			$ 3,000,000	$ 900,000
Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants and rights issued price per warrant			$ 1.5
Proceeds from issuance of warrants			$ 10,000,000
Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Minimum public share price due to reductions in the value of the trust assets less taxes payable			$ 10
Sponsor [Member] | Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants and rights issued during the period			4,666,667
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Class of warrants and rights issued during the period			2,000,000
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Common Class A [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number Of Trading Days For Determining Share Price			20 days
Number of consecutive trading days for determining the share price			30 days
Common Class A [Member] | Sponsor Agreement [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share Price			$ 15
Common Class A [Member] | Sponsor Agreement [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Par or Stated Value Per Share			12.5
Common Class A [Member] | Electriq Holders [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business acquisition, share price			$ 10
Number of shares of equity interests issued or issuable to acquire entity			49,500,000
Common Class A [Member] | Electriq Holders [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number Of Trading Days For Determining Share Price			20 days
Number of consecutive trading days for determining the share price			30 days
Common Class A [Member] | Electriq Holders [Member] | Lockup Agreement [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number Of Trading Days For Determining Share Price			20 days
Share Price			$ 15
Number of consecutive trading days for determining the share price			30 days
Common Class A [Member] | Electriq Holders [Member] | Lockup Agreement [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share Price			$ 12.5
Public shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Threshold contribution per public share for extension of business combination period			$ 10
Percentage of public shares to be redeemed on non completion of business combination			100%
Stock Redeemed or Called During Period, Shares	32,051,595
Stock Redeemed or Called During Period, Value	$ 324,400,000
Common Class F [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares forfeitured during the period shares	5,000,000
Shares forfeitured during the period value	$ 0
Common Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Common Stock, Shares, Issued			10,000,000	10,000,000
Common Class F [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number Of Trading Days For Determining Share Price			20 days
Share Price			$ 15
Number of consecutive trading days for determining the share price			30 days
Percentage of additional shares to be released			10%
Common Class F [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number Of Trading Days For Determining Share Price			20 days
Share Price			$ 12.5
Number of consecutive trading days for determining the share price			30 days
Common Class F [Member] | Sponsor Agreement [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Shares, Issued			500,000
Common Class F [Member] | Sponsor Agreement [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Shares, Issued			500,000
Merger Consideration Incentive Shares [Member] | Electriq Holders [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares of equity interests issued or issuable to acquire entity			2,000,000
SPAC Founder Shares [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number Of Trading Days For Determining Share Price			20 days
Share Price			$ 15
Number of consecutive trading days for determining the share price			30 days
Percentage of additional shares to be released			10%
SPAC Founder Shares [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number Of Trading Days For Determining Share Price			20 days
Share Price			$ 12.5
Number of consecutive trading days for determining the share price			30 days
Percentage of Shares to be Released			10%
Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of fair market value of target business to asset held in trust account			80%
Net tangible assets required for consummation of business combination			$ 5,000,001
Dissolution expense			$ 100,000
Minimum [Member] | Definitive Agreement of Initial Business Combination [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of voting interests acquired			50%
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Threshold contribution per public share for extension of business combination period			$ 10
Percentage of redeeming shares of public shares without the company's prior written consent			15%
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from issuance of IPO				$ 400,000,000
Payment to acquire restricted investments		$ 400,000,000
Threshold contribution per public share for extension of business combination period		$ 10
IPO [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares		40,000,000
Shares issued price per share		$ 10
Proceeds from issuance of IPO		$ 400,000,000	$ 400,000,000
Offering costs		22,700,000
Deferred underwriting commissions		$ 14,000,000
Over-Allotment Option [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares		5,000,000
Financings [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of Leftout incentive shares transferred to equity shareholders on closing of financing			50%
Percentage of Leftout incentive shares transferred to sponser on closing of financing			$ 50
Financings [Member] | Merger Consideration Incentive Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares			2,000,000
Financings [Member] | Incentive Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares			7,000,000
Financings [Member] | New Incentive Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares			5,000,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) per Common Share (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Common Class A [Member]
Numerator:
Allocation of net income, basic	$ 8,345,749	$ 14,109,020
Allocation of net income, diluted	$ 8,345,749	$ 14,109,020
Denominator:
Basic weighted average common stock outstanding	39,824,375	36,602,740
Diluted weighted average common stock outstanding	39,824,375	36,602,740
Basic net income per common stock	$ 0.21	$ 0.39
Diluted net income per common stock	$ 0.21	$ 0.39
Common Class F [Member]
Numerator:
Allocation of net income, basic	$ 2,095,639	$ 3,813,712
Allocation of net income, diluted	$ 2,095,639	$ 3,813,712
Denominator:
Basic weighted average common stock outstanding	10,000,000	9,893,836
Diluted weighted average common stock outstanding	10,000,000	9,893,836
Basic net income per common stock	$ 0.21	$ 0.39
Diluted net income per common stock	$ 0.21	$ 0.39

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Accounting Policies [Line Items]
FDIC insured amount	$ 250,000	$ 250,000
Cash equivalents, at carrying value	0	0
Deferred tax assets net of valuation allowance	1,600,000	349,000
Unrecognized tax benefits	0	0
Accrued for interest and penalties	$ 0	0
Terms Of Restricted Investments	185 days
Cash held in Trust Account		$ 80,900,000
Common Class A [Member]
Accounting Policies [Line Items]
Temporary equity shares outstanding	40,000,000	7,948,405
Number of common stock A into which the class of warrant or right may be converted.	20,000,000	20,000,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)		12 Months Ended
	Feb. 01, 2021	Dec. 31, 2022	Dec. 31, 2021
Proceeds from issuance of IPO		$ 0	$ 400,000,000
Deferred underwriting commissions		$ 14,000,000	14,000,000
Public Warrants [Member]
Class of warrant or right, exercise price of warrants or rights		$ 11.5
IPO [Member]
Proceeds from issuance of IPO			$ 400,000,000
Common Class A [Member]
Stock conversion basis		Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”).
Common Class A [Member] | Public Warrants [Member]
Shares issuable per warrant		1
Class of warrant or right, exercise price of warrants or rights		$ 11.5
Common Class A [Member] | IPO [Member]
Stock issued during period shares	40,000,000
Shares issued price per share	$ 10
Proceeds from issuance of IPO	$ 400,000,000	$ 400,000,000
Deferred underwriting commissions	14,000,000
Offering costs	$ 22,700,000
Common Class A [Member] | Over-Allotment Option [Member]
Stock issued during period shares	5,000,000

Related Party Transactions - A

Related Party Transactions - Additional Information (Detail) - USD ($)			9 Months Ended	12 Months Ended
	Jan. 27, 2021	Oct. 13, 2020	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Sep. 29, 2022	Mar. 15, 2022	May 31, 2021	Feb. 01, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Common stock, threshold percentage on conversion of shares				20%
Number of consecutive trading days for determining share price				10 days
Minimum lock in period for transfer, assign or sell warrants after completion of IPO				30 days
Proceeds from related party debt				$ 2,100,000	$ 920,000
General and administrative expenses, related party				83,500	78,000
Accounts Payable [Member]
Related Party Transaction [Line Items]
General and administrative expenses, related party				84,000	78,000
Related Party Loans [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount		$ 300,000
Debt instrument, interest rate, stated percentage		0%
Proceeds from related party debt		$ 192,000		3,000,000	900,000
Working Capital Loan [Member]
Related Party Transaction [Line Items]
Debt instrument, face amount							$ 5,000,000	$ 2,000,000
Debt instrument, convertible, carrying amount of equity component				$ 1,500,000
Debt instrument, convertible, conversion price				$ 1.5
Line of credit facility, maximum borrowing capacity						$ 8,000,000
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable				$ 0	$ 35,000
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants and rights issued price per warrant				$ 1.5
Proceeds from Issuance of Warrants				$ 10,000,000
Common Class F [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share				$ 0.0001	$ 0.0001
Common stock shares outstanding				10,000,000	10,000,000					10,000,000
Common Class F [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding									1,250,000
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share				$ 0.0001	$ 0.0001
Common Class A [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Shares issuable per warrant				1
Class of warrant or right, exercise price of warrants or rights				$ 11.5
Founder shares [Member] | Common Class F [Member]
Related Party Transaction [Line Items]
Common stock par or stated value per share		$ 0.0001
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member]
Related Party Transaction [Line Items]
Share transfer trigger price per share				$ 12
Number of consecutive trading days for determining share price				20 days
Number of trading days for determining share price				30 days
Threshold number of trading days for determining share price from date of business combination				150 days
Sponsor [Member] | Office Space Administrative And Support Services [Member]
Related Party Transaction [Line Items]
Related party transaction, amounts of transaction				$ 7,000
Sponsor [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants and rights issued during the period				4,666,667
Sponsor [Member] | Common Class F [Member]
Related Party Transaction [Line Items]
Stock dividend per share	$ 0.15942029
Common stock, threshold percentage on conversion of shares					20%
Sponsor [Member] | Common Class F [Member] | Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding									1,250,000
Sponsor [Member] | Founder shares [Member] | Common Class F [Member]
Related Party Transaction [Line Items]
Stock issued during period, value, issued for services		$ 25,000
Stock issued during period, shares, issued for services		8,625,000
Stock transferred during the period, shares			40,000
Common stock shares outstanding	10,000,000
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants and rights issued during the period				2,000,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)			12 Months Ended
	Aug. 16, 2022	Feb. 01, 2021	Dec. 31, 2022	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Underwriting discount paid per unit			$ 0.2
Payments for underwriting expense			$ 8,000,000
Deferred underwriting commission per unit			$ 0.35
Deferred underwriting commissions			$ 14,000,000	$ 14,000,000
Contingent fee			$ 949,000	$ 0
Percentage of Federal excise tax on stock buy back	1%
Inflation Reduction Act of 2022 [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage of Federal excise tax on stock buy back	1%
Common Class A [Member] | Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Overallotment option		45 days
Stock issued during period shares		5,000,000

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption - Summary of class A common stock subject to redemption (Detail) - USD ($)		12 Months Ended
	Feb. 01, 2021	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering		$ 0	$ 400,000,000
Plus:
Class A common stock subject to possible redemption		79,739,786	400,000,000
Common Class A [Member]
Less:
Offering costs allocated to Class A common stock subject to possible redemption			(21,284,250)
Plus:
Accretion on Class A common stock subject to possible redemption amount		4,101,927	45,817,580
Class A common stock subject to possible redemption		79,739,786	400,000,000
Redemption of Class A common stock subject to possible redemption amount		(324,362,141)
IPO [Member]
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering			400,000,000
Less:
Fair value of Public Warrants at issuance			$ (24,533,330)
IPO [Member] | Common Class A [Member]
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering	$ 400,000,000	$ 400,000,000

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member]	12 Months Ended
	Dec. 31, 2022 shares $ / shares	Dec. 31, 2021 $ / shares shares
Temporary Equity [Line Items]
Common stock shares authorized	200,000,000	200,000,000
Common stock par or stated value per share | $ / shares	$ 0.0001	$ 0.0001
Number of votes per share	1
Temporary equity shares outstanding	7,948,405	40,000,000

Stockholders' Deficit - Additi

Stockholders' Deficit - Additional Information (Detail) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Feb. 01, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Percentage of ownership held by initial shareholders	20%
Minimum percentage of outstanding shareholders approval required for amendment	90%
Common stock, threshold percentage on conversion of shares	20%
Common Class A [Member]
Class of Stock [Line Items]
Common stock shares authorized	200,000,000	200,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Temporary equity shares outstanding	7,948,405	40,000,000
Common Class A [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock shares issued	7,948,405	40,000,000
Common stock shares outstanding	7,948,405	40,000,000
Common Class F [Member]
Class of Stock [Line Items]
Common stock shares authorized	20,000,000	20,000,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares issued	10,000,000	10,000,000
Common stock shares outstanding	10,000,000	10,000,000		10,000,000
Temporary equity shares outstanding	1,250,000
Common Class F [Member] | Over-Allotment Option [Member]
Class of Stock [Line Items]
Common stock shares outstanding			1,250,000

Warrants - Additional Informati

Warrants - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Warrant Liability Disclosure [Line Items]
Minimum lock in period for transfer, assign or sell warrants after completion of IPO	30 days
Number of consecutive trading days for determining share price	10 days
Share Price Less Than Or Equals To USD Nine Point Two [Member]
Warrant Liability Disclosure [Line Items]
Share Price	$ 9.2
Share Price Less Than Or Equals To USD Nine Point Two [Member] | Common Stock [Member]
Warrant Liability Disclosure [Line Items]
Class of warrant or right, redemption price adjustment percentage	115%
Share Price More Than Or Equals To USD Eighteen [Member]
Warrant Liability Disclosure [Line Items]
Class of Warrants, Redemption Notice Period	30 days
Share Price Less Than Or Equals To USD Eighteen [Member]
Warrant Liability Disclosure [Line Items]
Share Price	$ 10
Class of Warrants, Redemption Price Per Unit	$ 0.1
Class of Warrants, Redemption Notice Period	30 days
Public Warrants [Member]
Warrant Liability Disclosure [Line Items]
Number of Warrants or Rights Outstanding | shares	13,333,333
Warrants Exercisable Term from the Date of Completion of business Combination	30 days
Warrants Exercisable term from the Closing of IPO	12 months
Minimum lock in period for SEC registration from date of business combination	20 days
Minimum lock In period to become effective after the closing of the initial business combination	60 days
Class of warrant or right, exercise price of warrants or rights	$ 11.5
Public Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member]
Warrant Liability Disclosure [Line Items]
Class of Warrants, Redemption Notice Period	30 days
Private Placement Warrants [Member]
Warrant Liability Disclosure [Line Items]
Number of Warrants or Rights Outstanding | shares	6,666,667
Private Placement Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member]
Warrant Liability Disclosure [Line Items]
Share Price	$ 18
Class of Warrants, Redemption Price Per Unit	$ 0.01
Number of consecutive trading days for determining share price	20 days
Number of trading days for determining share price	30 days

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - TLGA Working Capital Loan [Member] $ / shares in Units, $ in Millions	Dec. 31, 2022 USD ($) $ / shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Instrument, Convertible, Carrying Amount of Equity Component | $	$ 1.5
Debt Instrument, Convertible, Conversion Price | $ / shares	$ 1.5

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | Derivative Financial Instruments, Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 533,330	$ 6,933,330
Quoted Prices in Active Markets (Level 1) [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust Account - Money market fund		400,023,684
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | Derivative Financial Instruments, Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	266,670
Significant Other Unobservable Inputs (Level 3) [Member] | Working Capital Loan Related Party [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Working Capital Loan - related party	$ 2,330,370	920,000
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | Derivative Financial Instruments, Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities		$ 3,666,670

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail)	Dec. 31, 2022 yr shares	Dec. 31, 2021 yr $ / shares shares
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs | $ / shares		11.5
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs | $ / shares		9.73
Term (yrs) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs | yr		5
Term (yrs) [Member] | Working Capital Loan Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input | yr	0.25	1
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs		10.5
Risk-free rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value measurements inputs		1.44
Risk-free rate [Member] | Working Capital Loan Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	3.99	1.37
Measurement Input Discount Rate | Working Capital Loan Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	15.76	7.96
Measurement Input Probability Of Business Combination | Working Capital Loan Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	80	100
Measurement Input Volatility | Working Capital Loan Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input	0.01	9
Measurement Input Warrant Price | Working Capital Loan Related Party [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Debt Instrument, Measurement Input | shares	0.04	0.55

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of working capital loan - related party	$ (689,630)	$ 0
Fair Value, Inputs, Level 3 [Member] | Working Capital Loan Related Party [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 - Instruments	920,000	0
Issuance of Public and Private Placement Warrants		0
Transfer of Public Warrants and Private Placement Warrants from Level 3 to Level 1	0	0
Change in fair value of derivative warrant liabilities		0
Borrowings of working capital loan - related party	2,100,000	920,000
Change in fair value of working capital loan - related party	(689,630)
Level 3 - Instruments	2,330,370	920,000
Fair Value, Inputs, Level 3 [Member] | Derivative Warrant Liabilities [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Level 3 - Instruments	3,666,670	0
Issuance of Public and Private Placement Warrants		38,400,000
Transfer of Public Warrants and Private Placement Warrants from Level 3 to Level 1	(3,666,670)	(24,533,330)
Change in fair value of derivative warrant liabilities		(10,200,000)
Borrowings of working capital loan - related party	0	0
Change in fair value of working capital loan - related party		0
Level 3 - Instruments		$ 3,666,670

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Valuation allowance	$ 708,381	$ 1,572,412
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for the payment of interest and penalties	0	0
Income tax expense	$ 1,100,000	$ 0

Income Taxes - Summary of Inco

Income Taxes - Summary of Income Tax Provision (Benefit) (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
Federal	$ 1,055,679	$ 0
State	0	0
Deferred
Federal	(348,546)	(1,572,412)
State	0	0
Valuation allowance	348,546	1,572,412
Income Tax Provision	$ 1,055,679	$ 0

Income Taxes - Schedule of Net

Income Taxes - Schedule of Net Deferred Tax Assets (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Start-up/Organization costs	$ 708,381	$ 926,801
Net operating loss carryforwards	0	645,611
Total deferred tax assets	708,381	1,572,412
Valuation allowance	$ (708,381)	$ (1,572,412)

Income Taxes - Schedule of Reco

Income Taxes - Schedule of Reconciliation of the Statutory Federal Income Tax Rate Benefit to the Effective Tax Rate Benefit (Detail)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory federal income tax rate	21%	21%
Change in fair value of derivative warrant liabilities	(19.00%)	(28.00%)
Transaction costs allocated to derivative warrant liabilities	0%	1.70%
Merger costs	5%	(3.40%)
Change in valuation allowance	3.20%	8.80%
Income Taxes Benefit	10.20%	0%

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)		1 Months Ended
	Jan. 09, 2023	Feb. 28, 2023	Jan. 31, 2023	Feb. 24, 2023	Jan. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Cash						$ 19,750	$ 48,491
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash		$ 476,904		$ 476,904	$ 476,904
Subsequent Event [Member] | Common Class F [Member]
Subsequent Event [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited	5,000,000
Subsequent Event [Member] | Working Capital Loan [Member]
Subsequent Event [Line Items]
Proceeds From Working Capital Loan		$ 500,000	$ 900,000