Sable Offshore (SOC) 10-K 31 Mar 23 2022 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 28, 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
Entity Registrant Name	FLAME ACQUISITION CORP.
Entity Central Index Key	0001831481
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Address, State or Province	TX
Entity Incorporation, State or Country Code	DE
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity File Number	001-40111
Entity Address, Address Line One	700 Milam Street Suite 3300
Entity Address, City or Town	Houston
Entity Address, Postal Zip Code	77002
Entity Tax Identification Number	85-3514078
City Area Code	713
Local Phone Number	579-6106
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
ICFR Auditor Attestation Flag	false
Entity Public Float			$ 279,477,000
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	New York, NY
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one warrant
Trading Symbol	FLME.U
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	FLME
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		8,432,745
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,187,500
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class
Trading Symbol	FLME.WS
Security Exchange Name	NYSE

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 100,256	$ 322,768
Prepaid expenses	88,212	521,878
Total current assets	188,468	844,646
Prepaid expenses - non-current	0	78,630
Investment held in Trust Account	290,718,297	287,516,153
Total assets	290,906,765	288,439,429
Current liabilities:
Accounts payable and accrued expenses	4,625,892	275,500
Income taxes payable	330,151	0
Promissory notes to related parties	370,000	0
Convertible promissory notes – related parties, at fair value	1,409,730	956,115
Total current liabilities	6,735,773	1,231,615
Warrant liabilities	12,149,250	12,647,250
Total liabilities	18,885,023	13,878,865
Commitments and Contingencies
Class A Common Stock subject to possible redemption; 28,750,000 shares at redemption value ($10.10 and $10.00 at December 31, 2022 and 2021, respectively)	290,347,008	287,500,000
Stockholders' Deficit equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(18,325,985)	(12,940,155)
Total Stockholders' Deficit	(18,325,266)	(12,939,436)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	290,906,765	288,439,429
Common Class A [Member]
Stockholders' Deficit equity:
Common Stock, Value
Common Class B [Member]
Stockholders' Deficit equity:
Common Stock, Value	$ 719	$ 719

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Temporary equity shares outstanding	28,750,000	28,750,000
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 shares outstanding	28,750,000	28,750,000
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	200,000,000	200,000,000
Common stock shares issued	0	0
Common stock shares outstanding	0	0
Temporary Equity Redemption Price Per Share	$ 10.1	$ 10
Common Class B [Member]
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	7,187,500	7,187,500
Common stock shares outstanding	7,187,500	7,187,500

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating costs	$ 6,150,199	$ 1,682,816
Loss from operations	(6,150,199)	(1,682,816)
Other income (expense):
Interest income from Trust Account	3,989,061	16,153
Initial fair value adjustment of promissory note	0	(18,323)
Change in fair value of promissory note	(170,741)	83,768
Change in fair value of warrant liabilities	498,000	6,155,125
Offering costs allocated to warrant	0	(280,829)
Total other income, net	4,316,320	5,955,894
(Loss) Income before provision for income taxes	(1,833,879)	4,273,078
Provision for income taxes	(757,069)	0
Net (Loss) Income	$ (2,590,948)	$ 4,273,078
Redeemable Class A Common Stock [Member]
Other income (expense):
Weighted average shares outstanding, basic	28,750,000	24,417,808
Weighted average shares outstanding, diluted	28,750,000	24,417,808
Basic, net income per share	$ (0.07)	$ 0.14
Diluted, net income per share	$ (0.07)	$ 0.14
Non Redeemable Class B Common Stock [Member]
Other income (expense):
Weighted average shares outstanding, basic	7,187,500	7,187,500
Weighted average shares outstanding, diluted	7,187,500	7,187,500
Basic, net income per share	$ (0.07)	$ 0.14
Diluted, net income per share	$ (0.07)	$ 0.14

Statements Of Changes In Stockh

Statements Of Changes In Stockholders' Equity (Deficit) - USD ($)	Total	Private Placement Warrants [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Private Placement Warrants [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2020	$ 23,343		$ 0	$ 719	$ 24,281		$ (1,657)
Balance (Shares) at Dec. 31, 2020			0	7,187,500
Proceeds received in excess of initial fair value of Private Placement Warrants		$ 1,166,375				$ 1,166,375
Remeasurement of Class A common stock to possible redemption	(18,545,672)				(1,190,656)		(17,355,016)
Initial fair value adjustment of promissory note	143,440						143,440
Net income (loss)	4,273,078						4,273,078
Balance at Dec. 31, 2021	(12,939,436)		$ 0	$ 719	0		(12,940,155)
Balance (Shares) at Dec. 31, 2021			0	7,187,500
Remeasurement of Class A common stock to possible redemption	(2,847,008)				0		(2,847,008)
Initial fair value adjustment of promissory note	52,126						52,126
Net income (loss)	(2,590,948)						(2,590,948)
Balance at Dec. 31, 2022	$ (18,325,266)		$ 0	$ 719	$ 0		$ (18,325,985)
Balance (Shares) at Dec. 31, 2022			0	7,187,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net (loss) income	$ (2,590,948)	$ 4,273,078
Adjustments to reconcile net net (loss) income to net cash used in operating activities:
Interest earned on Trust Account	(3,989,061)	(16,153)
Initial fair value adjustment of promissory note	0	18,323
Change in fair value of promissory note	170,741	(83,768)
Change in fair value of warrant liabilities	(498,000)	(6,155,125)
Offering costs allocated to warrants	0	280,829
Changes in current assets and current liabilities:
Prepaid expenses	512,296	(600,508)
Accounts payable and accrued expenses	4,350,391	275,500
Income taxes payable	330,151	0
Net cash used in operating activities	(1,714,430)	(2,007,824)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	0	(287,500,000)
Cash withdrawn from Trust Account for income and franchise taxes	786,918	0
Net cash provided by (used in) investing activities	786,918	(287,500,000)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters' discount	0	281,750,000
Proceeds from issuance of Private Placement Warrants	0	7,750,000
Proceeds from promissory notes - related party	705,000	1,196,548
Repayment of promissory notes - related party	0	(75,174)
Payments of offering costs	0	(799,796)
Net cash provided by financing activities	705,000	289,821,578
Net Change in Cash	(222,512)	313,754
Cash — Beginning of period	322,768	9,014
Cash — End of period	100,256	322,768
Non-cash Financing Activities:
Initial value of Class A common stock subject to possible redemption	0	268,954,328
Remeasurement to Redemption Value	2,847,008	18,545,672
Initial fair value of warrant liabilities	0	18,802,375
Initial measurement of fair value of Promissory Notes	(52,126)	(143,440)
Supplemental Disclosure of Cash Flow Information:
Payment of income taxes	$ 426,918	$ 0

Organization, Business Operatio

Organization, Business Operations And Going Concern	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Operations And Going Concern	NOTE 1 — ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organization and General Flame Acquisition Corp. (the “Company”) was incorporated in Delaware on October 16, 2020. The Company On November 2, 2022, the Company entered into an agreement and plan of merger, dated as of November 2, 2022 (as it may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), with Sable Offshore Corp., a Texas corporation (“SOC”), and Sable Offshore Holdings, LLC, a Delaware limited liability company and the parent company of SOC (“Holdco” and, together with SOC, “Sable”), as fully disclosed in the Current Report on Form 8-K The obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions. The closing of the Merger is expected to occur on the third business day after the satisfaction or waiver (if legally permissible) of the conditions set forth in the Merger Agreement, except as otherwise mutually agreed by the parties. The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing and the Company can provide no assurance that the Business Combination will be consummated at the expected time, or at all. In connection the Business Combination, Holdco entered into subscription agreements (the “Sable PIPE Subscription Agreements”) with certain investors (such investors, the “Sable PIPE Investors”), pursuant to which the Sable PIPE Investors agreed to purchase, in the aggregate, 7,450,000 limited liability company membership interests in Holdco designated as Class B shares at $10.00 per share, for an aggregate commitment amount of approximately $74,500,000 (the “Sable PIPE Investment”). The Sable PIPE Subscription Agreements provide that, in the event the Merger is consummated, the Sable PIPE Investors will be deemed to have subscribed for and will purchase our Class A common stock at the same price per share and, by operation of law pursuant to the Merger, we will have succeeded to Holdco’s obligations under the Sable PIPE Subscription Agreements. The Sable PIPE Subscription Agreements provide that, if the Merger is consummated, we must file a registration statement within 30 calendar days after consummation of the Merger registering the resale of the shares of our Class A common stock issued to the Sable PIPE Investors, and must use our commercially reasonable efforts to have the registration statement declared effective by the SEC by the earlier of (i) the 90th calendar day (or 120th calendar day if the SEC notifies us that it will review the registration statement) following the closing of the Merger and (ii) the 10th business day after the date we are notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be reviewed or will not be subject to further review. We thereafter will be required to maintain a registration statement that is continuously effective and to cause the registration statement to regain effectiveness in the event that it ceases to be effective. The foregoing description of the Sable PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form Sable PIPE Subscription Agreement filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on November 2, 2022. On November 10, 2022, the Company filed a preliminary proxy statement relating to the Business Combination (as amended, the “Proxy Statement”), which included a recommendation of the Board to the Company’s stockholders that they approve the proposals included in the Proxy Statement. The Company also filed amended preliminary proxy statements on December 23, 2022 and January 27, 2023 for the purpose of addressing U.S. Securities and Exchange Commission Staff comments. As of December 31, 2022, the Company had not yet commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the Initial Public Offering (“IPO”) described below and, since the closing of the IPO, the search for a target for our initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating non-operating convertible Financing The registration statement for the Company’s IPO was declared effective on February 24, 2021 (the “Effective Date”). On March 1, 2021, the Company consummated the IPO of 28,750,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,750,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, which is discussed in Note 4. Transaction costs amounted to $6,607,751 consisting of $5,750,000 of underwriting fees and $857,751 of other offering costs. Of the total transaction costs, $280,829 was allocated to expense as non-operating Trust Account Following the closing of the IPO on March 1, 2021, an amount of $287,500,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. However, to mitigate the risk of our being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, on February 21, 2023, we instructed American Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the investments previously held in the Trust Account and to hold all funds in the Trust Account in cash (which may include an interest bearing demand deposit account at a national bank) until the earlier of the consummation of our initial business combination or the liquidation of the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations (see Note 2), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO (See Note 11 – Subsequent Events for further discussion of the extension from March 1, 2023 to September 1, 2023), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing of an agreement to enter into a 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 outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company has 24 months from the closing of the IPO (See Note 11 – Subsequent Events for further discussion of the extension from March 1, 2023 to September 1, 2023, with the ability to further extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company for the payment of taxes, and less up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding Public Shares, subject to applicable law, and then seek to dissolve and liquidate. Flame Acquisition Sponsor, LLC a Delaware company (the “Sponsor”), and the Company’s officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (see Note 5), Private Placement Warrants and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Warrants if the Company fails to complete the initial business combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, 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 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 prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot be certain that the Sponsor would be able to satisfy those obligations. Going Concern As of December 31, 2022, the Company had cash outside the Trust Account of $100,256 available for working capital needs and a working capital deficit of $6,547,305. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination, to redeem common stock or to use for payment of taxes. As of December 31, 2022, $3,218,297 of the amount in the Trust Account was available to be withdrawn as described above , which is net of the amount ( ) Through December 31, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares and the remaining net proceeds from the IPO and the sale of Private Placement Warrants, as well as $300,000 that was available under the Initial Promissory Note, $365,000 that was available under the First Working Capital Loan, $800,000 that was available under the Second Working Capital Loan, $335,000 that was available under the Third Working Capital Loan, $170,000 that was available under the Q3 2022 Promissory Note and $200,000 that was available under the Q4 2022 Promissory Note (see Note 5). As of December 31, 2022, each of the working capital loans and the Q3 2022 Promissory Note and the Q4 2022 Promissory Note were fully drawn down. On February 6, 2023, the Company issued an additional unsecured promissory note (“Q1 2023 Promissory Note”) in the principal amount of $535,000 to aid in its ongoing liquidity needs (see Note 11). Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. If the Company’s estimates of the costs of undertaking in-depth See Note 11 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from whom 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 made during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “U.S. Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the U.S. 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.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2— SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and in accordance with the instructions to Form 10-K and Regulation S-X of Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor 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 a 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 US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Marketable Securities Held in Trust Account At December 31, 2022 and 2021, the Trust Account had $290,718,297 and $287,516,153 held in marketable securities, respectively. During the period ended December 31, 2022, the Company withdrew $786,918 of interest income from the Trust Account to pay its tax obligations. During the period ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. Marketable securities held in the Trust Account are classified as “Trading Securities” in accordance with ASC 320, “Investments – Debt Securities” and are reported at fair value with unrealized gains or losses included in earnings of the current period. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company did not experience losses on this account. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature 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) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity (deficit). 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 uncertain future events. Accordingly, as of December , and , shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Under ASC 480-10-S99, paid-in The amount accreted in 2022 represents investment income accrued in the Trust Account since the date of the IPO reduced by the amounts of Delaware franchise tax and income taxes paid and payable for 2021 and 2022, net of cash withdrawn from the Trust Account to pay these obligations. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds from Initial Public Offering $ 287,500,000 Less: Common stock issuance costs (6,326,922 ) Proceeds allocated to public warrants (12,218,750 ) Plus: Remeasurement of Class A common stock to possible redemption 18,545,672 Contingently redeemable common stock at December 31, 2021 287,500,000 Plus: Remeasurement of Class A common stock to possible redemption 2,847,008 Contingently redeemable common stock at December 31, 2022 $ 290,347,008 On February 23, 2023 , in connection with the Extension described in Note 11 Net (Loss) Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” Net (loss) income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Subsequent remeasurement of the redeemable Class A common stock is excluded from income per share of common stock as the redemption value approximates fair value. Net (loss) income per share of common stock is computed by dividing the pro rata net (loss) income between the shares of Class A common stock and the shares of Class B common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the IPO, as well as warrants issuable upon the exercise of the conversion option on outstanding working capital loans, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for and 23,290,000 as of December 31, 2022 and 2021, respectively The following table reflects the calculation of basic and diluted net (loss) income per share of common stock (in dollars, except share amounts): For the Years Ended 2022 2021 Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (2,072,758 ) $ 3,301,319 Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 28,750,000 24,417,808 Basic and Diluted net (loss) income per share, Redeemable Class A common stock $ (0.07 ) $ 0.14 Non-Redeemable Numerator: Net (loss) income allocable to Class B common stock not subject to redemption $ (518,190 ) $ 971,759 Denominator: Weighted Average Non-Redeemable common 7,187,500 7,187,500 Basic and diluted net (loss) income per share $ (0.07 ) $ 0.14 Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 non-operating year Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets. 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 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 Company accounts for its 22,125,000 common stock warrants issued in connection with its Initial Public Offering (14,375,000) and Private Placement (7,750,000) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement Convertible Promissory Notes—Related Party The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under ASC 815-15-25 non-cash Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. 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. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, “Debt-Debt (Subtopic 470-20) (Subtopic 815-40): (“ASU 2020-06”), ASU 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Initial Public Offering	NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,750,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share, and one

Private Placement Warrants

Private Placement Warrants	12 Months Ended
	Dec. 31, 2022
Warrants and Rights Note Disclosure [Abstract]
Private Placement Warrants	NOTE 4 — PRIVATE PLACEMENT WARRANTS Simultaneously with the closing of the IPO, the Sponsor, Intrepid Financial Partners, LLC (an affiliate of one of the Company’s underwriters) (“Intrepid”) and FL Co-Investment, Co-Investment”) statement of changes in stockholders’ equity (deficit) for the year ended December 31, 2021.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In November 2020, our founders acquired 7,187,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 (the “Class B common stock”), or approximately $0.0035 per share. The Sponsor purchased 4,671,875 Founder Shares, FL Co-Investment the Company’s Chief Financial Officer and Secretary, at their original purchase price. Simultaneously with such transfer, each of FL Co-Investment The Initial Stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, if (x) the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. Initial Promissory Note On November 25, 2020, the Company issued an unsecured promissory note to the Initial Stockholders (the “Initial Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Initial Promissory Note was non-interest 75,000 Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company, or convert them to warrants as described below. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. Initially up to $1,500,000, which was increased to $3,500,000 on March 24, 2023, of such loans may be convertible into warrants. The warrants would be identical to the Private Placement Warrants. As discussed below, since inception, the Company has entered into six convertible promissory notes under this arrangement with the Sponsor to provide Working Capital Loans. Convertible Promissory Notes On March 1, 2021, the Company issued an unsecured promissory note to the Sponsor (the “First Working Capital Loan”), pursuant to which the Company may borrow up to an aggregate principal amount of $365,000. The First Working Capital Loan is non-interest Executive Vice President and Executive General Counsel and Secretary, On December 27, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Second Working Capital Loan”), pursuant to which the Company may borrow up to an aggregate principal amount of $800,000. The Second Working Capital Loan is non-interest On March 29, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Third Working Capital Loan”), pursuant to which the Company may borrow up to an aggregate principal amount of $335,000. The Third Working Capital Loan is non-interest ed As of December 31, 2022, there were no additional borrowings under Working Capital Loans other than the $365,000 outstanding under the First Working Capital Loan, $800,000 outstanding under the Second Working Capital Loan and $335,000 outstanding under the Third Working Capital Loan, as described above. Q3 2022 Promissory Note On September 30, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Q3 2022 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $170,000 . The Q3 2022 Promissory Note is non-interest Q4 2022 Promissory Note On October 31, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Q4 2022 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $200,000 . The Q4 2022 Promissory Note is non-interest See Note 11 for discussion of the Q1 2023 Promissory Note and amendments to the Q3 2022 Promissory Note, Q4 2022 Promissory Note and Q1 2023 Promissory Note.

Commitments And Contingencies

Commitments And Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments And Contingencies	NOTE 6 — COMMITMENTS AND Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged underwriters as advisors in connection with its business combination to assist it in holding meetings with the Company’s stockholders to discuss the potential business combination and the target business’s attributes, introduce it to potential investors that are interested in purchasing its securities in connection with the potential business combination, assist it in obtaining stockholder approval for the business combination and assist the Company with its press releases and public filings in connection with the business combination. The Company will pay the Marketing Fee (as defined in the Company’s registration statement on Form S-1, Underwriters Agreement On March 1, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $5,750,000 in the aggregate. Deferred Legal Fees As of December 31, 2022, the Company has incurred unbilled legal costs of $2,633,139 related to its prospective initial Business Combination. These costs are deferred until the completion of the Company’s initial Business Combination and are included in accounts payable and accrued expenses on the Company’s balance sheets. There were no deferred legal costs as of December 31, 2021.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	NOTE 7 — STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock . Class A Common Stock ) Class B Common Stock . Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B common stock are identical to the shares of Class A common stock included in the units being sold in the IPO, and holders of Class B common stock have the same stockholder rights as public stockholders, except that (i) the Class B common stock are subject to certain transfer restrictions, as described in more detail below, (ii) our founders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Class B common stock and any Public Shares held by them in connection with the completion of our Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete our Business Combination within the prescribed time period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete our Business Combination within such time period, (iii) the Class B common stock are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial Business Combination, on a one-for-one With certain limited exceptions, the Class B common stock are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial Business Combination or (B) subsequent to our initial Business Combination, (x) if the last sale price of our 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

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Warrants [Abstract]
Warrants	NOTE 8 — WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a 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. In addition, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the shares of Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants For Cash • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last sale price of our 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 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants 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 Redemption of Warrants For Shares of Class A Common Stock • in whole and not in part; • at a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A common stock; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of shares of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of Warrants For Cash” and “Redemption of Warrants For Shares of Class A Common Stock” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that (x) the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants are exercisable on a cashless basis and non-redeemable Additionally, as discussed in Note 5, the Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. Initially up to $1,500,000, which was increased to $3,500,000 on March 24

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	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. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, Level December 31, 2021 Assets: U.S. Money Market Investing in Treasury Securities Held in Trust Account 1 $ 290,718,297 1 $ 287,516,153 Liabilities: Warrant liability—Public Warrants 1 9,343,750 1 $ 8,625,000 Warrant liability—Private Warrants 3 2,805,500 3 $ 4,022,250 Convertible Promissory Notes—Related Parties 3 1,409,730 3 $ 956,115 Investments Held in Trust Account As of December 31, 2022 and 2021, investments in the Company’s Trust Account consisted of $290,718,297 and $287,516,153 in U.S. Money Market funds that invest primarily in U.S. Treasury securities Except as described below, there were no transfers between Levels 1, 2 or 3 during the years ended December 31, 2022 and 2021. Level 1 instruments include investments in money markets investing in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liabilities Public Warrants were transferred from Level 3 to Level 1 when they started trading on April 19, 2021, at a value of $15,381,250. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement had been estimated using Monte-Carlo simulations at the initial measurement date up to the date when the Public Warrants started trading on April 19, 2021. For each subsequent measurement since April 19, 2021, the public warrants were measured at the Observable Quoted Price in Active Markets. Private warrants were measured using the Modified Black-Scholes Optional Pricing Model. The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The aforementioned warrant liabilities are not subject to qualified hedge accounting. As Private Placement Warrants held by FL Co-Investment The following table provides quantitative information regarding Level 3 inputs used to determine the fair values of Private Placement Warrants as of December 31, 2022 and 2021. December 31, 2021 December 31, Stock price $ 9.72 $ 10.05 Strike price $ 11.50 $ 11.50 Term (in years) 4.15 3.15 Volatility 10.8 % 0.0 % Risk-free rate 1.13 % 4.12 % Dividend yield 0.00 % 0.00 % The following table provides quantitative information regarding Level 3 fair value measurements used to determine the fair value of the Private Placement Warrants, excluding Private Placement Warrants held by FL Co-Investment Inputs December 31, 2021 December 31, 2022 Stock price $ 9.72 $ 10.05 Strike price $ 11.50 $ 11.50 Term (in years) 5.42 5.25 Volatility 10.8 % 0.0 % Risk-free rate 1.29 % 3.91 % Dividend yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 1, 2021 12,218,750 6,583,625 18,802,375 Change in valuation inputs or other assumptions (3,593,750 ) (2,561,375 ) (6,155,125 ) Fair value as of December 31, 2021 $ 8,625,000 $ 4,022,250 $ 12,647,250 Change in valuation inputs or other assumptions 718,750 (1,216,750 ) (498,000 ) Fair value as of December 31, 2022 $ 9,343,750 $ 2,805,500 $ 12,149,250 Convertible Promissory Notes – Related Parties The convertible promissory notes were valued using a combination of Black-Scholes and Geske models, which is considered to be primarily a Level 3 fair value measurement input. The estimated fair value of the Promissory Notes was based on the following significant inputs: Inputs December 31, 2021 December 31, 2022 Exercise price $ 11.50 $ 11.50 Volatility 12.9 % 1.2 % Expected term to warrant expiration 5.4 years 5.3 years Risk-free-rate 1.32 % 3.91 % Dividend yield 0 % 0 % Stock price $ 9.71 $ 10.05 The following table presents the changes in the fair value of the Level 3 Promissory Notes: Fair value as of December 31, 2020 $ — Proceeds received through Convertible Promissory Note on August 11, 2021 365,000 Initial measurement of fair value of Promissory Note 18,323 Proceeds received through Convertible Promissory Note on December 29, 2021 800,000 Initial measurement of fair value of Promissory Note (143,440 ) Change in fair value of Promissory Notes (83,768 ) Fair value as of December 31, 2021 $ 956,115 Proceeds received through Convertible Promissory Note on March 29, 2022 335,000 Initial measurement of fair value of Promissory Note (52,126 ) Change in fair value of Promissory Notes 170,741 Fair value as of December 31, 2022 $ 1,409,730 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the years

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax	NOTE 10 — INCOME TAX The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred 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. 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. For the year s , Internal Revenue Section 195 requires start-up start-up start-up The Company’s net deferred tax assets at December 31, 2022 and 2021 are as follows: December 31, December 31, Deferred tax asset Start-up/organization $ 1,560,694 $ 311,152 Net operating loss carryforwards — 39,195 Total deferred tax assets 1,560,694 350,347 Valuation allowance (1,560,694 ) (350,347 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the years ended December 31, 2022 and 2021 consists of the following: Years Ended December 31, 2022 2021 Current Federal $ 757,069 $ — State — — Deferred Federal (1,210,347 ) (349,999 ) State — — Change in valuation allowance 1,210,347 349,999 Income tax provision $ 757,069 $ — As There were no unrecognized tax benefits as of December 31, 2022 and December 31, 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company files income tax returns in the U.S. federal and state of Texas jurisdictions. The apportionment rate in Texas is currently 0.0%. The Company’s tax returns for the year s A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: Years Ended December 31, 2022 2021 Income tax at statutory rate 21.0 % 21.0 % Change in valuation allowance (66.0 )% 8.2 % Fair value of warrant adjustment 3.7 % (29.2 )% Income tax expense (41.3 )% 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 after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company, other than as previously described herein or listed below, did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Q1 2023 Promissory Note . The Q1 2023 Promissory Note is non-interest Trust Account Liquidation Extension Amendment Amended Letter Agreement Co-Investment $ to up to $ . Promissory Note Amendments On February 27, 2023, in connection with the Extension, the Company filed an amendment (the “Extension Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Extension Amendment extends the date by which the Company must consummate its initial business combination from March 1, 2023 to September 1, 2023.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and in accordance with the instructions to Form 10-K and Regulation S-X of
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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 auditor 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 a 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 US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2022 and 2021, the Trust Account had $290,718,297 and $287,516,153 held in marketable securities, respectively. During the period ended December 31, 2022, the Company withdrew $786,918 of interest income from the Trust Account to pay its tax obligations. During the period ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations. Marketable securities held in the Trust Account are classified as “Trading Securities” in accordance with ASC 320, “Investments – Debt Securities” and are reported at fair value with unrealized gains or losses included in earnings of the current period.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company did not experience losses on this account.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature 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) are classified as temporary equity. At all other times, common stock are classified as stockholders’ equity (deficit). 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 uncertain future events. Accordingly, as of December , and , shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Under ASC 480-10-S99, paid-in The amount accreted in 2022 represents investment income accrued in the Trust Account since the date of the IPO reduced by the amounts of Delaware franchise tax and income taxes paid and payable for 2021 and 2022, net of cash withdrawn from the Trust Account to pay these obligations. At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds from Initial Public Offering $ 287,500,000 Less: Common stock issuance costs (6,326,922 ) Proceeds allocated to public warrants (12,218,750 ) Plus: Remeasurement of Class A common stock to possible redemption 18,545,672 Contingently redeemable common stock at December 31, 2021 287,500,000 Plus: Remeasurement of Class A common stock to possible redemption 2,847,008 Contingently redeemable common stock at December 31, 2022 $ 290,347,008 On February 23, 2023 , in connection with the Extension described in Note 11
Net ( Loss) Income Per Share of Common Stock	Net (Loss) Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” Net (loss) income per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Subsequent remeasurement of the redeemable Class A common stock is excluded from income per share of common stock as the redemption value approximates fair value. Net (loss) income per share of common stock is computed by dividing the pro rata net (loss) income between the shares of Class A common stock and the shares of Class B common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the IPO, as well as warrants issuable upon the exercise of the conversion option on outstanding working capital loans, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable for and 23,290,000 as of December 31, 2022 and 2021, respectively The following table reflects the calculation of basic and diluted net (loss) income per share of common stock (in dollars, except share amounts): For the Years Ended 2022 2021 Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (2,072,758 ) $ 3,301,319 Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 28,750,000 24,417,808 Basic and Diluted net (loss) income per share, Redeemable Class A common stock $ (0.07 ) $ 0.14 Non-Redeemable Numerator: Net (loss) income allocable to Class B common stock not subject to redemption $ (518,190 ) $ 971,759 Denominator: Weighted Average Non-Redeemable common 7,187,500 7,187,500 Basic and diluted net (loss) income per share $ (0.07 ) $ 0.14
Offering Costs	Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 non-operating year
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets.
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 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 Company accounts for its 22,125,000 common stock warrants issued in connection with its Initial Public Offering (14,375,000) and Private Placement (7,750,000) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement
Convertible Promissory Notes—Related Party	Convertible Promissory Notes—Related Party The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under ASC 815-15-25 non-cash
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. 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. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, “Debt-Debt (Subtopic 470-20) (Subtopic 815-40): (“ASU 2020-06”), ASU 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Summary of Reconciled the Class A Ordinary Shares	At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds from Initial Public Offering $ 287,500,000 Less: Common stock issuance costs (6,326,922 ) Proceeds allocated to public warrants (12,218,750 ) Plus: Remeasurement of Class A common stock to possible redemption 18,545,672 Contingently redeemable common stock at December 31, 2021 287,500,000 Plus: Remeasurement of Class A common stock to possible redemption 2,847,008 Contingently redeemable common stock at December 31, 2022 $ 290,347,008
Summary of basic and diluted loss per ordinary share	The following table reflects the calculation of basic and diluted net (loss) income per share of common stock (in dollars, except share amounts): For the Years Ended 2022 2021 Common stock subject to possible redemption Numerator: Net (loss) income allocable to Class A common stock subject to possible redemption $ (2,072,758 ) $ 3,301,319 Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 28,750,000 24,417,808 Basic and Diluted net (loss) income per share, Redeemable Class A common stock $ (0.07 ) $ 0.14 Non-Redeemable Numerator: Net (loss) income allocable to Class B common stock not subject to redemption $ (518,190 ) $ 971,759 Denominator: Weighted Average Non-Redeemable common 7,187,500 7,187,500 Basic and diluted net (loss) income per share $ (0.07 ) $ 0.14

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of Assets Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, Level December 31, 2021 Assets: U.S. Money Market Investing in Treasury Securities Held in Trust Account 1 $ 290,718,297 1 $ 287,516,153 Liabilities: Warrant liability—Public Warrants 1 9,343,750 1 $ 8,625,000 Warrant liability—Private Warrants 3 2,805,500 3 $ 4,022,250 Convertible Promissory Notes—Related Parties 3 1,409,730 3 $ 956,115
Schedule of Fair Value Measurements Using Monte Carlo Simulation Model	The following table provides quantitative information regarding Level 3 fair value measurements used to determine the fair value of the Private Placement Warrants, excluding Private Placement Warrants held by FL Co-Investment Inputs December 31, 2021 December 31, 2022 Stock price $ 9.72 $ 10.05 Strike price $ 11.50 $ 11.50 Term (in years) 5.42 5.25 Volatility 10.8 % 0.0 % Risk-free rate 1.29 % 3.91 % Dividend yield 0.00 % 0.00 %
Schedule of Changes in the Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 1, 2021 12,218,750 6,583,625 18,802,375 Change in valuation inputs or other assumptions (3,593,750 ) (2,561,375 ) (6,155,125 ) Fair value as of December 31, 2021 $ 8,625,000 $ 4,022,250 $ 12,647,250 Change in valuation inputs or other assumptions 718,750 (1,216,750 ) (498,000 ) Fair value as of December 31, 2022 $ 9,343,750 $ 2,805,500 $ 12,149,250
Promissory Note [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of Fair Value Measurements Using Monte Carlo Simulation Model	The convertible promissory notes were valued using a combination of Black-Scholes and Geske models, which is considered to be primarily a Level 3 fair value measurement input. The estimated fair value of the Promissory Notes was based on the following significant inputs: Inputs December 31, 2021 December 31, 2022 Exercise price $ 11.50 $ 11.50 Volatility 12.9 % 1.2 % Expected term to warrant expiration 5.4 years 5.3 years Risk-free-rate 1.32 % 3.91 % Dividend yield 0 % 0 % Stock price $ 9.71 $ 10.05
Schedule of Changes in the Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of the Level 3 Promissory Notes: Fair value as of December 31, 2020 $ — Proceeds received through Convertible Promissory Note on August 11, 2021 365,000 Initial measurement of fair value of Promissory Note 18,323 Proceeds received through Convertible Promissory Note on December 29, 2021 800,000 Initial measurement of fair value of Promissory Note (143,440 ) Change in fair value of Promissory Notes (83,768 ) Fair value as of December 31, 2021 $ 956,115 Proceeds received through Convertible Promissory Note on March 29, 2022 335,000 Initial measurement of fair value of Promissory Note (52,126 ) Change in fair value of Promissory Notes 170,741 Fair value as of December 31, 2022 $ 1,409,730
Other Private Placement Warrants [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Schedule of Fair Value Measurements Using Monte Carlo Simulation Model	The following table provides quantitative information regarding Level 3 inputs used to determine the fair values of Private Placement Warrants as of December 31, 2022 and 2021. December 31, 2021 December 31, Stock price $ 9.72 $ 10.05 Strike price $ 11.50 $ 11.50 Term (in years) 4.15 3.15 Volatility 10.8 % 0.0 % Risk-free rate 1.13 % 4.12 % Dividend yield 0.00 % 0.00 %

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Summary Of Net Deferred Tax Assets	The Company’s net deferred tax assets at December 31, 2022 and 2021 are as follows: December 31, December 31, Deferred tax asset Start-up/organization $ 1,560,694 $ 311,152 Net operating loss carryforwards — 39,195 Total deferred tax assets 1,560,694 350,347 Valuation allowance (1,560,694 ) (350,347 ) Deferred tax assets, net of allowance $ — $ —
Summary Of Income Tax Provision	The income tax provision for the years ended December 31, 2022 and 2021 consists of the following: Years Ended December 31, 2022 2021 Current Federal $ 757,069 $ — State — — Deferred Federal (1,210,347 ) (349,999 ) State — — Change in valuation allowance 1,210,347 349,999 Income tax provision $ 757,069 $ —
Summary Of Reconciliation Of The Federal Income Tax Rate(Benefit) And Effective Tax Rate(Benefit)	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: Years Ended December 31, 2022 2021 Income tax at statutory rate 21.0 % 21.0 % Change in valuation allowance (66.0 )% 8.2 % Fair value of warrant adjustment 3.7 % (29.2 )% Income tax expense (41.3 )% 0.0 %

Organization and Business Opera

Organization and Business Operations - Additional Information (Details) - USD ($)		12 Months Ended
	Mar. 01, 2021	Dec. 31, 2022	Dec. 31, 2021	Feb. 06, 2023	Oct. 31, 2022	Aug. 16, 2022	Nov. 25, 2020
Proceeds from issuance of IPO		$ 0	$ 281,750,000
Restricted investments term	185 days
Minimum percent of balance in the Trust Account for business combination		80%
Minimum percent of outstanding voting securities owns for business combination		50%
Redemption of shares for a pro rata portion		$ 10
Minimum tangible assets for business combination		$ 5,000,001
Percentage of public shares to be redeemed on non-completion of business combination		100%
Stock price threshold limit		$ 10
cash		$ 100,256
Proceeds from issuance of common stock			287,500,000
Amount drew down under updated note		3,218,297
Working capital deficit		6,547,305
Investment income, interest to pay dissolution expenses		100,000
Payment of taxes		786,918
Excise Tax On Certain Repurchases Of Stock Under Inflation Reduction Act						1%
Working Capital Loan [Member]
Debt instrument principal amount		800,000
Debt instrument drawn		170,000
Updated Promissory Note [Member]
Debt instrument principal amount		365,000
Debt instrument drawn		335,000
Commercial Paper [Member]
Debt instrument principal amount		300,000					$ 300,000
Commercial Paper [Member] | Updated Promissory Note [Member]
Debt instrument principal amount							$ 75,000
Q42022 Promissory Note [Member]
Debt instrument drawn					$ 200,000
Sponsor [Member]
Proceeds from issuance of common stock		$ 25,000
Sponsor [Member] | Subsequent Event [Member] | Unsecured Loan For Working Capital Purposes [Member]
Debt instrument principal amount				$ 535,000
Sponsor [Member] | Private Placement Warrants [Member]
Class of warrants and rights issued during the period	$ 7,750,000
Class of warrants and rights issued price per warrant	$ 1
IPO [Member]
Stock issued during period shares	28,750,000
Shares issued price per share	$ 10
Proceeds from issuance of IPO	$ 287,500,000
Stock ìssuance costs			6,607,751
Payments for underwriting expense			5,750,000
Other offering costs			857,751
Offering expenses related to warrant issuance			$ 280,829
cash	$ 287,500,000

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Details) - USD ($)		12 Months Ended
	Feb. 23, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 02, 2023
Marketable Securities		$ 290,718,297	$ 287,516,153
Federal depository insurance coverage		$ 250,000
Class A common stock subject to possible redemption		28,750,000	28,750,000
Offering cost		$ 6,607,751
Underwriting fee on issuance of common stock		5,750,000
Other offering cost		857,751
Offering cost reclassified as non-operating expense		$ 280,829
Common stock warrants issued		22,125,000
Cash equivalents		$ 0	$ 0
Proceeds from Interest Received		786,918	0
Proceeds from Sale of Restricted Investments		$ 786,918	$ 0
Subsequent Event [Member]
Proceeds from Sale of Restricted Investments	$ 206,121,060
Temporary Equity Redemption Price Per Share				$ 10.15
Common Class A [Member]
Class A common stock subject to possible redemption		28,750,000	28,750,000
Common stock warrants issued		23,625,000	23,290,000
Temporary Equity Redemption Price Per Share		$ 10.1	$ 10
Common Class A [Member] | Subsequent Event [Member]
Class A common stock subject to possible redemption	20,317,255
IPO [Member]
Common stock warrants issued		14,375,000
Private Placement [Member]
Common stock warrants issued		7,750,000

Significant Accounting Polici_5

Significant Accounting Policies - Summary of Reconciled the Class A Ordinary Shares (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Gross proceeds from Initial Public Offering		$ 287,500,000
Common stock issuance costs		(6,326,922)
Proceeds allocated to public warrants		(12,218,750)
Remeasurement of Class A common stock to possible redemption	$ 2,847,008	18,545,672
Contingently redeemable ordinary shares	$ 290,347,008	$ 287,500,000

Significant Accounting Polici_6

Significant Accounting Policies - Summary of Net Income Per Share of Common Stock (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Redeemable Class A Common Stock [Member]
Numerator [Abstract]
Net income allocable	$ (2,072,758)	$ 3,301,319
Denominator [Abstract]
Weighted average shares outstanding, basic	28,750,000	24,417,808
Weighted average shares outstanding, diluted	28,750,000	24,417,808
Basic, net income per share	$ (0.07)	$ 0.14
Diluted, net income per share	$ (0.07)	$ 0.14
Non Redeemable Common Stock [Member]
Numerator [Abstract]
Net income allocable	$ (518,190)	$ 971,759
Denominator [Abstract]
Weighted average shares outstanding, basic	7,187,500
Weighted average shares outstanding, diluted		7,187,500
Basic, net income per share	$ (0.07)	$ 0.14
Diluted, net income per share	$ (0.07)	$ 0.14

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details)	Mar. 01, 2021 $ / shares shares	Dec. 31, 2022 shares $ / shares	Dec. 31, 2021 $ / shares
Subsidiary, Sale of Stock [Line Items]
Number of class A common stocks included in each unit		1
Number of public warrants that each unit consists (in shares)		0.5
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock par or stated value per share | $ / shares		$ 0.0001	$ 0.0001
Common Class A [Member] | Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issuable per whole warrant		1
Exercise price of warrant | $ / shares	$ 11.5
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering (Shares)	28,750,000
Shares issued price per share | $ / shares	$ 10
Common stock par or stated value per share | $ / shares		$ 0.0001
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of Units in Initial Public Offering (Shares)	3,750,000

Private Placement Warrants - Ad

Private Placement Warrants - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Adjustment to additional paid in capital warrants issued	$ 1,166,375
Private Placement [Member]
Class of Warrant or Right [Line Items]
Number of warrants issued		7,750,000
Number of warrants issued, price per warrant		$ 1
Aggreagate value of warrants issued		$ 7,750,000
Warrants issued, exercise price		$ 11.5
Number of Class A common stock that can be purchased per warrant		1

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)

1 Months Ended

12 Months Ended

Nov. 30, 2020

Dec. 31, 2022

Mar. 28, 2023

Mar. 24, 2023

Mar. 03, 2023

Oct. 31, 2022

Sep. 30, 2022

Mar. 31, 2022

Mar. 29, 2022

Dec. 31, 2021

Dec. 27, 2021

Jun. 30, 2021

Mar. 01, 2021

Nov. 25, 2020

Related Party Transaction [Line Items]

Related party transaction terms and manner of settlement

for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, the converted Class A common stock will be released from the lock-up.

Line of credit outstanding

$ 365,000

Debt Instrument Drawn

365,000

Commercial Paper [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 300,000

$ 300,000

Promissory note interest bearing

0%

Promissory note payment terms

May 25, 2021

Working Capital Loans [Member]

Related Party Transaction [Line Items]

Debt instrument convertible conversion price

$ 1

Working capital loans

$ 0

Working Capital Loans [Member] | Subsequent Event [Member]

Related Party Transaction [Line Items]

Debt instrument convertible conversion price

$ 1

Working Capital Loans [Member] | Subsequent Event [Member] | Minimum [Member]

Related Party Transaction [Line Items]

Debt instrument convertible conversion amount

$ 1,500,000

$ 1,500,000

Working Capital Loans [Member] | Subsequent Event [Member] | Maximum [Member]

Related Party Transaction [Line Items]

Debt instrument convertible conversion amount

$ 3,500,000

$ 3,500,000

First Working Capital Loan [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 365,000

Promissory note interest bearing

0%

Fair value estimated by the Company

343,034

$ 299,555

Fair value at initial measurement

$ 383,323

Second Working Capital Loan [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 800,000

Promissory note interest bearing

0%

Debt Instrument Drawn

$ 800,000

Debt Instrument Outstanding

800,000

Fair value estimated by the Company

751,856

Fair value at initial measurement

$ 656,560

Third Working Capital Loan [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 335,000

Promissory note interest bearing

0%

Debt Instrument Drawn

335,000

Debt Instrument Outstanding

335,000

Fair value estimated by the Company

$ 314,840

Fair value at initial measurement

$ 282,874

Founders [Member] | Common Class B [Member] | Founder Shares [Member]

Related Party Transaction [Line Items]

Stock issued during period, Value

$ 25,000

Shares issued price per share

$ 0.0035

Stock issued during period, Shares

7,187,500

Sponser [Member] | Share Price More Than Or Equals To USD Twelve [Member]

Related Party Transaction [Line Items]

Share transfer, trigger price 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

Sponser [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Stock issued during period, Shares

4,671,875

Transfer of stock shares transferred

434,375

Sponser [Member] | Working Capital Loans [Member] | Chief Financial Officer [Member]

Related Party Transaction [Line Items]

Debt instrument value assigned

145,000

Sponser [Member] | Working Capital Loans [Member] | Vice President [Member]

Related Party Transaction [Line Items]

Debt instrument value assigned

$ 110,000

FL Co Investment [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Stock issued during period, Shares

1,257,813

Transfer of stock shares transferred

13,125

Intrepid Financial Partners [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Stock issued during period, Shares

1,257,812

Updated Promissory Note [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 365,000

Updated Promissory Note [Member] | Commercial Paper [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 75,000

Outstanding borrowings amount

$ 0

Promissory Note [Member]

Related Party Transaction [Line Items]

Debt instrument face amount

$ 200,000

$ 170,000

Commitments And Contingencies -

Commitments And Contingencies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies [Line Items]
Underwriting discount per share	$ 0.2
Adjustment to additional paid in capital underwriting discount	$ 5,750,000
Percentage of gross proceeds of the IPO payable to Underwriters as Marketing Fee	3.50%
Deferred Legal Fees		$ 0
Unbilled Expenses [Member]
Commitments and Contingencies [Line Items]
Deferred Legal Fees	$ 2,633,139

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
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
Temporary equity shares outstanding	28,750,000	28,750,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	200,000,000	200,000,000
Common stock shares issued	0	0
Common stock shares outstanding	0	0
Temporary equity shares outstanding	28,750,000	28,750,000
Common stock, voting rights	one
Common Class B [Member]
Class of Stock [Line Items]
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	7,187,500	7,187,500
Common stock shares outstanding	7,187,500	7,187,500
Common stock, voting rights	one
Common Class B [Member] | Determination Of Price Of Class A Common Stock For A Certain Period Based On Which Lock In Period Of Class B Common Stock Will Be Determined [Member]
Class of Stock [Line Items]
Lock in period of shares	1 year
Share price	$ 12
Number of trading days for determining the share price	20 days
Number of consecutive trading days for determining the share price	30 days
Waiting period after which price of share is determined post business combination	150 days

Warrants - Additional Informati

Warrants - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 24, 2023
Maximum [Member] | Subsequent Event [Member] | Working Capital Loan [Member]
Warrants [Line Items]
Debt Instrument, Convertible, Carrying Amount of Equity Component		$ 3,500,000
Minimum [Member] | Subsequent Event [Member] | Working Capital Loan [Member]
Warrants [Line Items]
Debt Instrument, Convertible, Carrying Amount of Equity Component		$ 1,500,000
Public Warrants [Member]
Warrants [Line Items]
Class of warrants or rights days after which warrants are excercisable post consummation of business combination	30 days
Class of warrants or rights days after which warrants are excercisable post initial public offer	12 months
Class of warrants or rights term	5 years
Number of days after business combination within which securities shall be registered	15 days
Number of days after business combination within which the registration of securities shall be effective	60 days
Exercise price payable for the warrant	$ 0.361
Lock in period of warrants	30 days
Public Warrants [Member] | Prospective Warrant Redemption [Member]
Warrants [Line Items]
Sale of stock, price per share	$ 9.2
Proceeds to be used for business combination as a percentage of total capital to be raised	60%
Number of trading days for determining volume weighted average price of the shares	20 days
Volume weighted average price per share	$ 9.2
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price One [Member]
Warrants [Line Items]
Exercise price of warrants as a percentage of newly issued share price	180%
Share price	$ 10
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price Two [Member]
Warrants [Line Items]
Exercise price of warrants as a percentage of newly issued share price	115%
Share price	$ 18
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Redemption Of Warrants For Cash [Member]
Warrants [Line Items]
Class of warrants or rights redemption price per unit of warrant	$ 0.01
Minimum number of days of notice to be given to warrant holders prior to redemption	30 days
Newly adjusted issue price per share	$ 18
Number of trading days for determining the newly issued share price	20 days
Number of consecutive trading days for determining the newly issued share price	30 days
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Redemption Of Warrants For Class A Common Stock [Member]
Warrants [Line Items]
Minimum number of days of notice to be given to warrant holders prior to redemption	30 days
Newly adjusted issue price per share	$ 10
Number of days after which the redemption period commences after the warrant becomes exercisable	90 days

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
U.S. Money Market and Treasury Securities Held in Trust Account	$ 290,718,297	$ 287,516,153
Fair Value, Recurring [Member] | Level 1 [Member] | Public Warrants [Member]
Liabilities:
Fair value liabilities	9,343,750	8,625,000
Fair Value, Recurring [Member] | Level 1 [Member] | U.S. Money Market and Treasury Securities Held in Trust Account [Member]
Assets:
U.S. Money Market and Treasury Securities Held in Trust Account	290,718,297	287,516,153
Fair Value, Recurring [Member] | Level 3 [Member]
Liabilities:
Convertible Promissory Notes—Related Parties	1,409,730	956,115
Fair Value, Recurring [Member] | Level 3 [Member] | Private Warrants [Member]
Liabilities:
Fair value liabilities	$ 2,805,500	$ 4,022,250

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Fair Value Measurements Using Monte Carlo Simulation Model (Details) - Level 3 [Member]	Dec. 31, 2022 yr	Dec. 31, 2021 yr
Exercise price [Member] | Other Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	11.5	11.5
Volatility [Member] | Other Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	0	10.8
Dividend yield [Member] | Other Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	0	0
Risk-free rate [Member] | Other Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	4.12	1.13
Stock price [Member] | Other Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	10.05	9.72
Time to Expiration (in years) [Member] | Other Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	3.15	4.15
Promissory Note [Member] | Exercise price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities available for sale	11.5	11.5
Promissory Note [Member] | Volatility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities available for sale	1.2	12.9
Promissory Note [Member] | Expected term to warrant expiration [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities available for sale	5.3	5.4
Promissory Note [Member] | Dividend yield [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities available for sale	0	0
Promissory Note [Member] | Risk-free rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities available for sale	3.91	1.32
Promissory Note [Member] | Stock price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt Securities available for sale	10.05	9.71
Convertible Promissory Notes Related Parties [Member] | Exercise price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	11.5	11.5
Convertible Promissory Notes Related Parties [Member] | Volatility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	0	10.8
Convertible Promissory Notes Related Parties [Member] | Expected term to warrant expiration [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	5.25	5.42
Convertible Promissory Notes Related Parties [Member] | Dividend yield [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	0	0
Convertible Promissory Notes Related Parties [Member] | Risk-free rate [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	3.91	1.29
Convertible Promissory Notes Related Parties [Member] | Stock price [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants and rights outstanding	10.05	9.72

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Changes in the Fair Value of Warrant Liabilities (Details) - USD ($)			12 Months Ended
	Dec. 29, 2021	Aug. 11, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 01, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of Promissory Notes			$ 170,741	$ (83,768)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]				Fair Value Adjustment of Warrants
Convertible Promissory Notes Related Parties [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value			956,115	$ 0
Initial measurement	$ (143,440)	$ 18,323	(52,126)
Proceeds received through Convertible Promissory Notes	$ 800,000	$ 365,000	335,000
Change in fair value of Promissory Notes			170,741	(83,768)
Fair value			1,409,730	956,115
Public [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value			8,625,000	0
Initial measurement					$ 12,218,750
Change in valuation inputs or other assumptions			718,750	(3,593,750)
Fair value			9,343,750	8,625,000
Private Placement [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value			4,022,250	0
Initial measurement					6,583,625
Change in valuation inputs or other assumptions			(1,216,750)	(2,561,375)
Fair value			2,805,500	4,022,250
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value			12,647,250	0
Initial measurement					$ 18,802,375
Change in valuation inputs or other assumptions			(498,000)	(6,155,125)
Fair value			$ 12,149,250	$ 12,647,250

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($)		12 Months Ended
	Apr. 19, 2021	Dec. 31, 2022	Dec. 31, 2021
U.S. Money Market and Treasury Securities Held in Trust Account		$ 290,718,297	$ 287,516,153
Promissory Note [Member] | Fair Value, Inputs, Level 1, 2 and 3 [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net		$ 0	$ 0
Public [Member]
Transfer from level 3 to level one	$ 15,381,250

Income Tax - Summary of Net Def

Income Tax - Summary of Net Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax asset
Start-up/organization costs	$ 1,560,694	$ 311,152
Net operating loss carryforwards	0	39,195
Total deferred tax assets	1,560,694	350,347
Valuation allowance	(1,560,694)	(350,347)
Deferred tax asset, net of allowance	$ 0	$ 0

Income Tax - Summary Of Income

Income Tax - Summary Of Income Tax Provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Current Federal	$ 757,069	$ 0
Current State	0	0
Deferred Federal	(1,210,347)	(349,999)
Deferred State	0	0
Change in valuation allowance	1,210,347	349,999
Income tax provision	$ 757,069	$ 0

Income Tax - Summary Of Reconci

Income Tax - Summary Of Reconciliation Of The Federal Income Tax Rate(Benefit) And Effective Tax Rate(Benefit) (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax at statutory rate	21%	21%
Change in valuation allowance	(66.00%)	8.20%
Fair value of warrant adjustment	3.70%	(29.20%)
Income tax Expense	(41.30%)	0%

Income Tax - Additional Informa

Income Tax - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Line Items]
Change in the valuation allowance	$ 1,210,347	$ 349,999
Income Tax Expense (Benefit)	757,069	0
Unrecognized Tax Benefits	0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 0
Effective Income Tax Rate Reconciliation, Percent	(41.30%)	0%
Open Tax Year		2021	2020
TX [Member]
Income Tax Disclosure [Line Items]
Effective Income Tax Rate Reconciliation, Percent	0%
Domestic Tax Authority [Member] | UNITED STATES
Income Tax Disclosure [Line Items]
Operating loss carryforward,net Federal	$ 0	$ 186,642

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - USD ($)		12 Months Ended
	Feb. 23, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 28, 2023	Mar. 24, 2023	Mar. 03, 2023	Mar. 02, 2023	Feb. 06, 2023
Subsequent Event [Line Items]
Temporary equity shares outstanding		28,750,000	28,750,000
Proceeds from sale of restricted investments		$ 786,918	$ 0
Working Capital Loans [Member]
Subsequent Event [Line Items]
Debt instrument convertible conversion price		$ 1
Common Class A [Member]
Subsequent Event [Line Items]
Temporary equity shares outstanding		28,750,000	28,750,000
Temporary equity redemption price per share		$ 10.1	$ 10
Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from sale of restricted investments	$ 206,121,060
Temporary equity redemption price per share							$ 10.15
Subsequent Event [Member] | Working Capital Loans [Member]
Subsequent Event [Line Items]
Debt instrument convertible conversion price				$ 1
Subsequent Event [Member] | Working Capital Loans [Member] | Maximum [Member]
Subsequent Event [Line Items]
Debt instrument convertible carrying amount of the equity component					$ 3,500,000	$ 3,500,000
Subsequent Event [Member] | Working Capital Loans [Member] | Minimum [Member]
Subsequent Event [Line Items]
Debt instrument convertible carrying amount of the equity component					$ 1,500,000	$ 1,500,000
Subsequent Event [Member] | Q12023 Promissory Note [Member]
Subsequent Event [Line Items]
Debt instrument drawn								$ 535,000
Subsequent Event [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Temporary equity shares outstanding	20,317,255
Percentage Of Common Stock Issued And Outstanding	70.67%