Finserv Acquisition Corp. II (FSRX) 10-K 31 Mar 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 30, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	FINSERV ACQUISITION CORP. II
Trading Symbol	FSRX
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		13,259,002
Entity Public Float			$ 294,000,000
Amendment Flag	false
Entity Central Index Key	0001834336
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40076
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4030806
Entity Address, Address Line One	c/o Ellenoff Grossman & Schole LLP
Entity Address, Address Line Two	1345 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10105
City Area Code	(929)
Local Phone Number	529-7125
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Firm ID	100
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York, New York

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 61,264	$ 152,443
Investments in mutual funds	549,408	998,796
Prepaid expenses	31,621	224,880
Total Current Assets	642,293	1,376,119
Other noncurrent assets		26,682
Cash and investments held in Trust Account	303,511,593	300,025,197
TOTAL ASSETS	304,153,886	301,427,998
Current liabilities
Accounts payable and accrued expenses	46,696	321,157
Income tax payable	401,562
Total Current Liabilities	448,258	321,157
Warrant liability	77,000	4,774,000
Deferred liabilities	18,992
Deferred underwriting fee	10,500,000	10,500,000
Total Liabilities	11,044,250	15,595,157
Commitments and Contingencies
Common stock subject to possible redemption, 30,000,000 shares at approximately $10.11 and $10.00 redemption value at December 31, 2022 and 2021, respectively	303,211,829	300,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2022 and 2021
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 800,000 shares issued and outstanding (excluding 30,000,000 shares subject to possible redemption) at December 31, 2022 and 2021	80	80
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 7,500,000 shares issued and outstanding at December 31, 2022 and 2021	750	750
Additional paid-in capital
Accumulated deficit	(10,103,023)	(14,167,989)
Total Stockholders’ Deficit	(10,102,193)	(14,167,159)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 304,153,886	$ 301,427,998

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Subject to possible redemption, shares	30,000,000	30,000,000
Common Stock subject to possible redemption value (in Dollars per share)	$ 10.11	$ 10
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	800,000	800,000
Common stock, shares outstanding	800,000	800,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	7,500,000	7,500,000
Common stock, shares outstanding	7,500,000	7,500,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Formation and operating costs	$ 836,341	$ 649,181
Loss from operations	(836,341)	(649,181)
Other income (expense):
Interest earned on cash and marketable securities held in Trust Account	4,254,086	25,647
Offering costs allocated to warrants		(457,600)
Change in fair value of warrant liability	4,697,000	3,623,000
Loss on investment in mutual funds	(29,388)	(1,204)
Total other income (expense), net	8,921,698	3,189,843
Income before provision for income taxes	8,085,357	2,540,662
Provision for income taxes	(808,562)
Net income	$ 7,276,795	$ 2,540,662
Class A Common Stock
Other income (expense):
Basic and diluted weighted average shares outstanding (in Shares)	30,800,000	26,412,055
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.19	$ 0.08
Class B Common Stock
Other income (expense):
Basic and diluted weighted average shares outstanding (in Shares)	7,500,000	7,375,342
Basic and diluted net income (loss) per share (in Dollars per share)	$ 0.19	$ 0.08

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock
Basic and diluted weighted average shares outstanding	30,800,000	26,412,055
Basic and diluted net income (loss) per share	$ 0.19	$ 0.08
Class B Common Stock
Basic and diluted weighted average shares outstanding	7,500,000	7,375,342
Basic and diluted net income (loss) per share	$ 0.19	$ 0.08

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 762	$ 24,238	$ (761)	$ 24,239
Balance (in Shares) at Dec. 31, 2020		7,618,750
Sale of 800,000 Private Placement Units	$ 80		7,777,920		7,778,000
Sale of 800,000 Private Placement Units (in Shares)	800,000
Forfeiture of 118,750 shares due to over-allotment not exercised in full		$ (12)	12
Forfeiture of 118,750 shares due to over-allotment not exercised in full (in Shares)		(118,750)
Accretion of Class A common stock subject to possible redemption			(7,802,170)	(16,707,890)	(24,510,060)
Accretion of Class A common stock subject to possible redemption (in Shares)
Net income				2,540,662	2,540,662
Balance at Dec. 31, 2021	$ 80	$ 750		(14,167,989)	(14,167,159)
Balance (in Shares) at Dec. 31, 2021	800,000	7,500,000
Accretion of Class A common stock subject to possible redemption				(3,211,829)	(3,211,829)
Net income				7,276,795	7,276,795
Balance at Dec. 31, 2022	$ 80	$ 750		$ (10,103,023)	$ (10,102,193)
Balance (in Shares) at Dec. 31, 2022	800,000	7,500,000

Statements of Changes in Stoc_2

Statements of Changes in Stockholders’ Deficit (Parentheticals)	12 Months Ended
	Dec. 31, 2021 shares
Statement of Stockholders' Equity [Abstract]
Sale of Private Placement Units	800,000
Forfeiture of shares due to over-allotment not exercised in full	118,750

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 7,276,795	$ 2,540,662
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(4,254,086)	(25,647)
Change in deferred liabilities	18,992
Offering costs allocated to warrants		457,600
Change in fair value of warrant liability	(4,697,000)	(3,623,000)
Changes in operating assets and liabilities:
Prepaid expenses	219,941	(251,562)
Accrued expenses	(274,461)	321,157
Income tax payable	401,562
Net cash used in operating activities	(1,308,257)	(580,790)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(300,000,000)
Cash withdrawn from Trust Account to pay taxes	767,690	450
Net cash provided by (used in) investing activities	767,690	(299,999,550)
Cash Flows from Financing Activities:
Proceeds from sale of units, net of underwriting discount		294,000,000
Proceeds from issuance of private placement warrants		8,000,000
Repayment of promissory note – related party		(9,284)
Payment of offering costs		(262,660)
Net cash provided by financing activities		301,728,056
Net change in cash and cash equivalents	(540,567)	1,147,716
Cash and cash equivalents – Beginning of year	1,151,239	3,523
Cash and cash equivalents – End of year	610,672	1,151,239
Cash, end of year	61,264	152,443
Investment in mutual funds, end of the year	549,408	998,796
Cash and cash equivalents, end of the year	610,672	1,151,239
Noncash investing and financing activities:
Deferred underwriters’ discount payable charged to additional paid-in capital		10,500,000
Supplemental Cash Flow Disclosure
Income taxes paid	$ 407,000

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Organization and Business Operations [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS FinServ Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Delaware corporation on November 23, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation and the initial public offering (“IPO”) which is described below, and, since the closing of the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 17, 2021. On February 22, 2021, the Company consummated the IPO of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the partial exercise by the underwriters of the over-allotment option resulting in the purchase of an additional 3,500,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share. Simultaneously with the closing of the IPO, the Company consummated the sale of 800,000 placement units (the “Placement Units”), at a price of $10.00 per Placement Unit, in a private placement to FinServ Holdings II LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $8,000,000, which is discussed in Note 4. Transaction costs of the IPO amounted to $16,792,661, consisting of $6,000,000 of underwriting discount, $10,500,000 of deferred underwriting discount, and $292,661 of other offering costs. Total transaction costs included $457,600 of expenses associated with the warrant liability. Following the closing of the IPO on February 22, 2021, $300,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Placement Units was placed in a trust account (the “Trust Account”) and invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, as determined by the Company, until the earlier 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 (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the charter prior thereto or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within 24 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the IPO, 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 public stockholders. 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, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under the law or stock exchange listing requirements. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $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 Company will has until August 22, 2023 to complete an initial Business Combination (the “Combination Period”). However, if the Company doesn’t complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares 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 (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination 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 the initial Business Combination within the prescribed time frame, and (iv) vote any founder shares and placement shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Company’s initial Business Combination. The Company’s 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 of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $0.06 million in its operating bank account and money markets funds and working capital of approximately $0.6 million (excluding tax payable). The Company’s liquidity needs up to February 22, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 for the founder shares (see Note 5) and the loan under an unsecured promissory note from the Sponsor of up to $300,000, which outstanding balance was paid on February 22, 2021 (see Note 5). In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). The Company has until August 22, 2023 to complete its initial Business Combination. If the Company does not complete its initial Business Combination by August 22, 2023, it will begin mandatory liquidation proceedings, including the cessation of all operations and redemption of the Public Shares, unless the term is extended and subject to stockholder approval. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, in light of the mandatory liquidation that could potentially occur within one year from the date of this report, management believes there is substantial doubt as to the Company’s ability to continue as a going concern if it does not consummate its initial Business Combination before August 22, 2023. No adjustments have been made to the carrying amounts of the assets or liabilities should the Company be required to liquidate. Risks and Uncertainties Management is continuing to evaluate the impacts of the COVID-19 pandemic and the ongoing conflict in Ukraine and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any 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 the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination; however, it will not impact the money held in the Trust Account.

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 are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 Securities Exchange Act of 1934, the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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. Accordingly, actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2022 and 2021, the Company had cash of $61,264 and $152,443, respectively. The Company had $549,408 and $998,796 of cash equivalents as of December 31, 2022 and 2021, respectively. Investments Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. Warrant Liabilities The Company does not use derivative instruments to hedge exposure to cash flow, market, or foreign currency risks. The Company evaluated the Public Warrants and private placement warrants (the “Private Placement Warrants”, and collectively, “Warrants”, which are discussed in Note 3, Note 4, and Note 9) in accordance with Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as other expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. Transaction costs of the IPO amounted to an aggregate of $16,792,661, of which $457,600 was allocated to expense associated with the warrant liability and $16,335,061 was charged to temporary equity. Class A Common Stock Subject to Possible Redemption All of the Public Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2022 and 2021, all shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against additional paid-in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheets as of December 31 2022 and 2021 is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to public warrants (8,175,000 ) Class A common stock issuance costs (16,335,060 ) Plus: Accretion of carrying value to redemption value 24,510,060 Class A common stock subject to possible redemption December 31, 2021 300,000,000 Accretion of Class A common stock subject to possible redemption 3,211,829 Class A common stock subject to possible redemption December 31, 2022 $ 303,211,829 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 statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were $228,363 and $131,355 as of December 31, 2022 and 2021, respectively, with a full valuation allowance of $228,363 and $131,355, respectively. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income tax examinations by major taxing authorities since inception. 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. The provision for income taxes was $808,562 and $0 for the years ended December 31, 2022 and 2021. Net Income per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of shares outstanding during the period, excluding shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the IPO and the private placement to purchase an aggregate of 7,700,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per share is the same as basic net income per share for the periods presented. Accordingly, basic and diluted income per share for Class A common stock and for Class B common stock is calculated as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Class A Non- Class A Non- Basic and diluted net income per share Numerator: Allocation of net income $ 5,851,835 $ 1,424,960 $ 1,986,069 $ 554,593 Denominator: Weighted average shares outstanding 30,800,000 7,500,000 26,412,055 7,375,342 Basic and diluted net income per share $ 0.19 $ 0.19 $ 0.08 $ 0.08 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, except for warrant liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Public Units On February 22, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit, which included the partial exercise by the underwriters of the over-allotment option resulting in the purchase of an additional 3,500,000 Units. Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”). Public Warrants As of December 31, 2022 and December 31, 2021, the Company has 7,500,000 Public Warrants outstanding. Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or August 22, 2022, twelve (12) months from the date of the closing of the IPO, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under the caption “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under the caption “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such 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 current prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless 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. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and ● if, and only if, the reported last sale price of the 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 day period ending three business days before the Company sends the notice of redemption to the warrant holders. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption based on the redemption date and the “fair market value” of Class A common stock except as otherwise described below; ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days (the “Reference Days”) within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and ● if the reported last sale price of the Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for the Reference Days, the placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on its stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. 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 by the excess of the “fair market value” (defined below) over the exercise price of the warrant by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” shall mean the average reported closing price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 800,000 Placement Units at a price of $10.00 per Placement Unit, for an aggregate purchase price of $8,000,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. Each Placement Unit is identical to the Units offered in the IPO except as described below. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the founder shares, placement shares or Private Placement Warrants, which will expire worthless if the Company does not consummate a Business Combination within the Combination Period. As of December 31, 2022 and 2021, the Company has 200,000 Private Placement Warrants outstanding. The Private Placement Warrants will be identical to Public Warrants except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination and (iii) may be exercised by the holders on a cashless basis. The Company’s initial stockholders have agreed to waive their redemption rights with respect to their placement shares (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto, to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) if the Company fails to consummate a Business Combination within the Combination Period or if the Company liquidates prior to the expiration of the Combination Period. However, the initial stockholders will be entitled to redemption rights with respect to any Public Shares held by them if the Company fails to consummate a Business Combination or liquidate within the Combination Period.

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 December 2020, the Company’s initial stockholders paid $25,000, or approximately $0.003 per share, in consideration for an aggregate of 7,187,500 shares of Class B common stock par value $0.0001 (the “Founder Shares”). In February 2021, the Company effected a stock dividend of 0.06 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate number of 7,618,750 Founder Shares, including an aggregate of up to 993,750 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. On February 22, 2021, as a result of the underwriters’ election to partially exercise their over-allotment option, a proportionate number of founder shares, aggregating 118,750, were forfeited, resulting in the Sponsor holding an aggregate of 7,500,000 Founder Shares. With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to the Company’s 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) six months after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the initial Business Combination, or (y) the date, following the completion of the Company’s initial Business Combination, on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On December 23, 2020, the Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO. On February 22, 2021, the Company paid the balance of the promissory note in full from the IPO proceeds, and it is no longer available to be drawn upon. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender. The units would be identical to the Placement units. As of December 31, 2022 and 2021, no such Working Capital Loans were outstanding. Administrative Services Agreement The Company entered into an agreement whereby, commencing on April 1, 2021 through the earlier of the consummation of the Initial Business Combination or the Company’s liquidation, the Company may pay, if requested by the Sponsor, a monthly fee of up to $10,000 for office space, utilities and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. No fees were requested, paid or accrued for the years ended December 31, 2022 and 2021. Consulting Agreement On August 12, 2022, the Company entered into an agreement with a consulting company (the “Advisor”) to perform such services as requested by the Company from time to time. The principal of the Advisor is the chief financial officer of the Company. The term of this Agreement shall commence on August 12, 2022 and terminate upon the earlier of (a) termination of this engagement at will in accordance with the terms of this Agreement; or (b) the consummation of a business combination. As full compensation for the services on behalf of the Company, or any of its officers, directors, shareholders, or employees, the Company shall pay a quarterly fee of $30,000. During the year ended December 31, 2022, the Company paid and recorded $60,000 such fees.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, Placement Units (including the underlying securities), and units that may be issued upon conversion of Working Capital Loans (including the underlying securities) and Class A common stock issuable upon conversion of the founder shares, are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an aggregate of 3,975,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On February 22, 2021, the underwriters partially exercised their over-allotment option and purchased 3,500,000 additional units and were paid a cash underwriting discount of $0.20 per Unit, or $6,000,000 in the aggregate. The underwriters are entitled to deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $10,500,000 in the aggregate. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

Stockholders_ Deficit

Stockholders’ Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders’ Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock Class B Common Stock The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell their founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the initial Business Combination, or (y) the date, following the completion of the Company’s initial Business Combination, on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in IPO and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO (excluding the placement units and underlying securities) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, any private-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of record of the Class A common stock and holders of record 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, with each share of common stock entitling the holder to one vote except as required by law.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
INCOME TAXES	NOTE 8. INCOME TAXES The Company’s net deferred tax assets are as follows as of December 31, 2022 and 2021: December 31, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 36,961 Start-up costs 228,363 94,395 Total deferred tax assets 228,363 131,356 Valuation allowance (228,363 ) (131,356 ) Deferred tax assets, net of valuation allowance $ — $ — The provision for income taxes for the years ended December 31, 2022 and 2021 consists of the following: For the Years Ended December 31, December 31, 2022 2021 Federal Current $ 808,562 $ — Deferred (97,007 ) (131,195 ) State Current — — Deferred — — Change in valuation allowance 97,007 131,195 Provision for income taxes $ 808,562 $ — As of December 31, 2022 and 2021, the Company had a total of $0 and $174,353, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating loss can be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $97,007. For the year ended December 31, 2021, the change in the valuation allowance was $131,195. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows for the years ended December 31, 2022 and 2021: For the Years Ended December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Transaction costs warrants 0.0 % 3.7 % Change in fair value of warrants (12.2 )% (29.9 )% Change in valuation allowance 1.2 % 5.2 % Income tax provision 10.0 % 0.0 % The Company’s effective tax rates for the years presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction costs associated with warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following tables 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 indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 303,511,593 $ 303,511,593 $ — $ — Investments in mutual funds 549,408 549,408 — — $ 304,061,001 $ 304,061,001 $ — $ — Liabilities: Public Warrants Liability $ 75,000 $ 75,000 $ — $ — Private Placement Warrants Liability 2,000 — 2,000 — $ 77,000 $ 75,000 $ 2,000 $ — December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 300,025,197 $ 300,025,197 $ — $ — Investments in mutual funds 998,796 998,796 — — $ 301,023,993 $ 301,023,993 $ — $ — Liabilities: Public Warrants Liability $ 4,650,000 $ 4,650,000 $ — $ — Private Placement Warrants Liability 124,000 — 124,000 — $ 4,774,000 $ 4,650,000 $ 124,000 $ — Level 1 assets include investments in mutual funds and money market funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the statements of operations. The Company established the initial fair value of the Public and Private Warrants on February 22, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model and modified Black-Sholes model. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. As of December 31, 2021, the Company used the quoted market price as the fair value of the Public Warrants and the Public Warrants were reclassified from Level 3 to Level 1. Due to certain “make whole” provisions in the warrant agreement, the Company also used the quoted market price of the Public Warrants as the fair value of the Private Warrants as of December 31, 2021 and reclassified the Private Warrants from Level 3 to Level 2, due to the use of the quoted price of a similar liability. For the year ended December 31, 2022, there were no transfers between levels. The following table presents the changes in the fair value of Level 3 warrant liability for the year ended December 31, 2021: Level 3 Fair value as of December 31, 2020 $ — Initial measurement on February 22, 2021 8,397,000 Transfer of Public Warrants to Level 1 (9,000,000 ) Transfer of Private Placement Warrants to Level 2 (240,000 ) Change in valuation as of December 31, 2021 843,000 Fair value as of December 31, 2021 $ —

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. In February 2023, the Sponsor entered into non-redemption agreements (“Non-Redemption Agreements”) with unaffiliated parties in exchange for such parties’ agreement not to redeem an aggregate of 4,850,000 shares of the Company sold in its initial public offering (“Non-Redeemed Shares”) in connection with the special meeting in lieu of an annual meeting called by the Company (the “Special Meeting”) to consider and approve an extension of time for the Company to consummate an initial business combination (the “Extension Proposal”) from February 22, 2023 to August 22, 2023, or such earlier date as determined by the Board of Directors (the “Extension”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such parties an aggregate of 1,000,00 On February 20, 2023, stockholders of the Company approved the Extension Proposal at the Special Meeting. The Company filed the amendment to the amended and restated certificate of incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware on February 21, 2023. In connection with the Company’s implementation of the Charter Amendment, stockholders holding 25,040,997 shares of Class A common stock of the Company exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $254,201,239.56 (approximately $10.15 per share) will be removed from the trust account to pay such stockholders.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
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, 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 Securities Exchange Act of 1934, the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with 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. Accordingly, actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Accordingly, the actual results could differ significantly 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. As of December 31, 2022 and 2021, the Company had cash of $61,264 and $152,443, respectively. The Company had $549,408 and $998,796 of cash equivalents as of December 31, 2022 and 2021, respectively.
Investments Held in Trust Account	Investments Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000.
Warrant Liabilities	Warrant Liabilities The Company does not use derivative instruments to hedge exposure to cash flow, market, or foreign currency risks. The Company evaluated the Public Warrants and private placement warrants (the “Private Placement Warrants”, and collectively, “Warrants”, which are discussed in Note 3, Note 4, and Note 9) in accordance with Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as other expenses in the statements of operations. Offering costs associated with the Class A common stock were charged to temporary equity upon the completion of the IPO. Transaction costs of the IPO amounted to an aggregate of $16,792,661, of which $457,600 was allocated to expense associated with the warrant liability and $16,335,061 was charged to temporary equity.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption All of the Public Shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at December 31, 2022 and 2021, all shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against additional paid-in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheets as of December 31 2022 and 2021 is reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to public warrants (8,175,000 ) Class A common stock issuance costs (16,335,060 ) Plus: Accretion of carrying value to redemption value 24,510,060 Class A common stock subject to possible redemption December 31, 2021 300,000,000 Accretion of Class A common stock subject to possible redemption 3,211,829 Class A common stock subject to possible redemption December 31, 2022 $ 303,211,829
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 statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were $228,363 and $131,355 as of December 31, 2022 and 2021, respectively, with a full valuation allowance of $228,363 and $131,355, respectively. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income tax examinations by major taxing authorities since inception. 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. The provision for income taxes was $808,562 and $0 for the years ended December 31, 2022 and 2021.
Net Income per Common Share	Net Income per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income per share is computed by dividing net income by the weighted average number of shares outstanding during the period, excluding shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the IPO and the private placement to purchase an aggregate of 7,700,000 shares of the Company’s Class A common stock in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per share is the same as basic net income per share for the periods presented. Accordingly, basic and diluted income per share for Class A common stock and for Class B common stock is calculated as follows: Year Ended December 31, 2022 Year Ended December 31, 2021 Class A Non- Class A Non- Basic and diluted net income per share Numerator: Allocation of net income $ 5,851,835 $ 1,424,960 $ 1,986,069 $ 554,593 Denominator: Weighted average shares outstanding 30,800,000 7,500,000 26,412,055 7,375,342 Basic and diluted net income per share $ 0.19 $ 0.19 $ 0.08 $ 0.08
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, except for warrant liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Class A common stock subject to possible redemption	Gross proceeds $ 300,000,000 Less: Proceeds allocated to public warrants (8,175,000 ) Class A common stock issuance costs (16,335,060 ) Plus: Accretion of carrying value to redemption value 24,510,060 Class A common stock subject to possible redemption December 31, 2021 300,000,000 Accretion of Class A common stock subject to possible redemption 3,211,829 Class A common stock subject to possible redemption December 31, 2022 $ 303,211,829
Schedule of basic and diluted income per share for Class A common stock and for Class B common stock	Year Ended December 31, 2022 Year Ended December 31, 2021 Class A Non- Class A Non- Basic and diluted net income per share Numerator: Allocation of net income $ 5,851,835 $ 1,424,960 $ 1,986,069 $ 554,593 Denominator: Weighted average shares outstanding 30,800,000 7,500,000 26,412,055 7,375,342 Basic and diluted net income per share $ 0.19 $ 0.19 $ 0.08 $ 0.08

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Taxes [Abstract]
Schedule of net deferred tax assets	December 31, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 36,961 Start-up costs 228,363 94,395 Total deferred tax assets 228,363 131,356 Valuation allowance (228,363 ) (131,356 ) Deferred tax assets, net of valuation allowance $ — $ —
Schedule of provision for income taxes	For the Years Ended December 31, December 31, 2022 2021 Federal Current $ 808,562 $ — Deferred (97,007 ) (131,195 ) State Current — — Deferred — — Change in valuation allowance 97,007 131,195 Provision for income taxes $ 808,562 $ —
Schedule of the federal income tax rate to the company’s effective tax rate	For the Years Ended December 31, December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Transaction costs warrants 0.0 % 3.7 % Change in fair value of warrants (12.2 )% (29.9 )% Change in valuation allowance 1.2 % 5.2 % Income tax provision 10.0 % 0.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	December 31, Quoted Significant Significant 2022 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 303,511,593 $ 303,511,593 $ — $ — Investments in mutual funds 549,408 549,408 — — $ 304,061,001 $ 304,061,001 $ — $ — Liabilities: Public Warrants Liability $ 75,000 $ 75,000 $ — $ — Private Placement Warrants Liability 2,000 — 2,000 — $ 77,000 $ 75,000 $ 2,000 $ — December 31, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 300,025,197 $ 300,025,197 $ — $ — Investments in mutual funds 998,796 998,796 — — $ 301,023,993 $ 301,023,993 $ — $ — Liabilities: Public Warrants Liability $ 4,650,000 $ 4,650,000 $ — $ — Private Placement Warrants Liability 124,000 — 124,000 — $ 4,774,000 $ 4,650,000 $ 124,000 $ —
Schedule of changes in the fair value of Level 3 warrant liabilities	Level 3 Fair value as of December 31, 2020 $ — Initial measurement on February 22, 2021 8,397,000 Transfer of Public Warrants to Level 1 (9,000,000 ) Transfer of Private Placement Warrants to Level 2 (240,000 ) Change in valuation as of December 31, 2021 843,000 Fair value as of December 31, 2021 $ —

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 22, 2021	Dec. 31, 2022
Organization and Business Operations (Details) [Line Items]
Generating gross proceeds	$ 300,000,000
Redeemable warrant, description	Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share.
Underwriting discount		$ 6,000,000
Deferred underwriting discount		10,500,000
Other offering costs		292,661
Total transaction costs		$ 457,600
Redeem public shares, percentage	100%
Trust account price per share (in Dollars per share)		$ 10
Interest to pay dissolution expenses		$ 100,000
Business combination redeem public share percentage		100%
Operating bank account		$ 60,000
Working capital		$ 600,000
Excise tax rate		1%
Sponsor [Member]
Organization and Business Operations (Details) [Line Items]
Generating gross proceeds		$ 8,000,000
Capital contribution	$ 25,000
Promissory note amount	$ 300,000
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Number of units issued (in Shares)	30,000,000
Transaction costs		$ 16,792,661
Net offering proceeds	$ 300,000,000
Price per unit (in Dollars per share)	$ 10
Over-Allotment Option [Member]
Organization and Business Operations (Details) [Line Items]
Purchase of an additional units (in Shares)	3,500,000
Price per unit (in Dollars per share)	$ 10
Placement Units [Member]
Organization and Business Operations (Details) [Line Items]
Sale of placement units (in Shares)		800,000
Price per unit (in Dollars per share)		$ 10
Inflation Reduction Act of 2022 [Member]
Organization and Business Operations (Details) [Line Items]
Excise tax rate		1%
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Business combination, description		The Company’s 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 of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies (Details) [Line Items]
Cash and cash equivalents	$ 61,264	$ 152,443
Cash equivalents	549,408	998,796
Federal depository insurance coverage	250,000
Transaction costs	16,792,661
Expense associated with warrant liability	457,600
Charged to temporary equity	16,335,061
Deferred tax assets	228,363	131,355
Valuation allowance	228,363	131,355
Provision for income taxes	$ 808,562	$ 0
Class A common stock [Member]
Significant Accounting Policies (Details) [Line Items]
Purchase an aggregate of shares (in Shares)	7,700,000

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Class A common stock subject to possible redemption - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Class A Common Stock Subject to Possible Redemption [Abstract]
Gross proceeds		$ 300,000,000
Proceeds allocated to public warrants		(8,175,000)
Class A common stock issuance costs		(16,335,060)
Accretion of carrying value to redemption value		24,510,060
Class A common stock subject to possible redemption	$ 303,211,829	$ 300,000,000
Accretion of Class A common stock subject to possible redemption	$ 3,211,829

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of basic and diluted income per share for Class A common stock and for Class B common stock - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted income per share for Class A common stock and for Class B common stock [Line Items]
Allocation of net income	$ 5,851,835	$ 1,986,069
Weighted average shares outstanding	30,800,000	26,412,055
Basic and diluted net income per share	$ 0.19	$ 0.08
Non- redeemable Class B Common Stock [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted income per share for Class A common stock and for Class B common stock [Line Items]
Allocation of net income	$ 1,424,960	$ 554,593
Weighted average shares outstanding	7,500,000	7,375,342
Basic and diluted net income per share	$ 0.19	$ 0.08

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of basic and diluted income per share for Class A common stock and for Class B common stock (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Common Stock [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted income per share for Class A common stock and for Class B common stock (Parentheticals) [Line Items]
Basic and diluted net income per share	$ 0.19	$ 0.08
Non- redeemable Class B Common Stock [Member]
Significant Accounting Policies (Details) - Schedule of basic and diluted income per share for Class A common stock and for Class B common stock (Parentheticals) [Line Items]
Basic and diluted net income per share	$ 0.19	$ 0.08

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	1 Months Ended	12 Months Ended
	Feb. 22, 2021	Dec. 31, 2022	Dec. 31, 2021
Initial Public Offering (Details) [Line Items]
Sale of unit	30,000,000
Price per share	$ 10
Public warrants, description	Each Unit consists of one share of Class A common stock, and one-fourth of one redeemable warrant to purchase one share of Class A common stock (the “Public Warrants”).
Shares of public warrants		7,500,000	7,500,000
Warrant per share		$ 0.361
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of unit	3,500,000
Exceeds Price 18.00 [Member]
Initial Public Offering (Details) [Line Items]
Redemption of warrants, description		Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants:  ●in whole and not in part;   ●at a price of $0.01 per warrant;   ●upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and   ●if, and only if, the reported last sale price of the 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 day period ending three business days before the Company sends the notice of redemption to the warrant holders.
Exceeds Price 10.00 [Member]
Initial Public Offering (Details) [Line Items]
Redemption of warrants, description		Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants:  ●in whole and not in part;   ●at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption based on the redemption date and the “fair market value” of Class A common stock except as otherwise described below;   ●if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days (the “Reference Days”) within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and   ●if the reported last sale price of the Class A common stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for the Reference Days, the placement warrants are also concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per share		$ 11.5
Business Combination [Member]
Initial Public Offering (Details) [Line Items]
Business combination, description		In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below under the caption “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under the caption “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

Private Placement (Details)

Private Placement (Details) - Private Placement [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Private Placement (Details) [Line Items]
Aggregate purchase shares	800,000
Price per unit (in Dollars per share)	$ 10
Aggregate purchase price (in Dollars)	$ 8,000,000
Warrants	200,000	200,000
Business Combination [Member]
Private Placement (Details) [Line Items]
Business combination redeem percentage	100%

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		1 Months Ended				12 Months Ended
	Apr. 01, 2021	Feb. 28, 2021	Feb. 22, 2021	Dec. 31, 2020	Dec. 23, 2020	Dec. 31, 2022
Related Party Transactions (Details) [Line Items]
Founder shares, description						With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to the Company’s 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) six months after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the initial Business Combination, or (y) the date, following the completion of the Company’s initial Business Combination, on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Working capital loans						$ 1,500,000
Conversion price per unit						$ 10
Sponsor fee	$ 10,000
Pay quarterly fee						$ 30,000
Paid such fees						$ 60,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Share subject to forfeiture		993,750
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Cover expenses					$ 300,000
Class A common stock [Member]
Related Party Transactions (Details) [Line Items]
Price per share						$ 12
Dividends per share						$ 12
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Initial stockholders paid				$ 25,000
Price per share				$ 0.003
Aggregate founder Share		7,618,750
Founder shares subject to Forfeiture			118,750
Aggregate of founder shares			7,500,000
Founder Shares [Member] | Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Price per share				$ 0.0001
Shares consideration				7,187,500
Stock dividends, shares		0.06

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 22, 2021	Dec. 31, 2022
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units		3,975,000
Percentage of deferred underwriting fee		3.50%
Aggregate amount		$ 10,500,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units	3,500,000
Underwriting discount price per unit	$ 0.2
Aggregate amount	$ 6,000,000

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stockholders’ Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock issued
Preferred stock outstanding
Converted basis percentage	20%
Class A Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	800,000	800,000
Common stock, shares outstanding	800,000	800,000
Subject to possible redemption	30,000,000	30,000,000
Common stock equals or exceeds per share (in Dollars per share)	$ 12
Class B Common Stock [Member]
Stockholders’ Deficit (Details) [Line Items]
Common stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	7,500,000	7,500,000
Common stock, shares outstanding	7,500,000	7,500,000
Common stock, shares authorized	10,000,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Abstract]
Federal net operating loss	$ 0	$ 174,353
Valuation allowance	$ 97,007	$ 131,195

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule of Net Deferred Tax Assets [Abstract]
Net operating loss carryforward		$ 36,961
Start-up costs	228,363	94,395
Total deferred tax assets	228,363	131,356
Valuation allowance	(228,363)	(131,356)
Deferred tax assets, net of valuation allowance

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of provision for income taxes - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Federal
Current	$ 808,562
Deferred	(97,007)	(131,195)
State
Current
Deferred
Change in valuation allowance	97,007	131,195
Provision for income taxes	$ 808,562

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of the federal income tax rate to the company’s effective tax rate	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of the Federal Income Tax Rate to the Company's Effective Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%
Transaction costs warrants	0%	3.70%
Change in fair value of warrants	(12.20%)	(29.90%)
Change in valuation allowance	1.20%	5.20%
Income tax provision	10%	0%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Assets:
Total assets	$ 304,061,001	$ 301,023,993
Liabilities:
Total liabilities	77,000	4,774,000
Public Warrants Liability [Member]
Liabilities:
Total liabilities	75,000	4,650,000
Private Placement Warrants Liability [Member]
Liabilities:
Total liabilities	2,000	124,000
U.S. Money Market held in Trust Account [Member]
Assets:
Total assets	303,511,593	300,025,197
Investments in Mutual Funds [Member]
Assets:
Total assets	549,408	998,796
Quoted Prices In Active Markets (Level 1) [Member]
Assets:
Total assets	304,061,001	301,023,993
Liabilities:
Total liabilities	75,000	4,650,000
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants Liability [Member]
Liabilities:
Total liabilities	75,000	4,650,000
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants Liability [Member]
Liabilities:
Total liabilities
Quoted Prices In Active Markets (Level 1) [Member] | U.S. Money Market held in Trust Account [Member]
Assets:
Total assets	303,511,593	300,025,197
Quoted Prices In Active Markets (Level 1) [Member] | Investments in Mutual Funds [Member]
Assets:
Total assets	549,408	998,796
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Total assets
Liabilities:
Total liabilities	2,000	124,000
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants Liability [Member]
Liabilities:
Total liabilities
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants Liability [Member]
Liabilities:
Total liabilities	2,000	124,000
Significant Other Observable Inputs (Level 2) [Member] | U.S. Money Market held in Trust Account [Member]
Assets:
Total assets
Significant Other Observable Inputs (Level 2) [Member] | Investments in Mutual Funds [Member]
Assets:
Total assets
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Total assets
Liabilities:
Total liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants Liability [Member]
Liabilities:
Total liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants Liability [Member]
Liabilities:
Total liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Money Market held in Trust Account [Member]
Assets:
Total assets
Significant Other Unobservable Inputs (Level 3) [Member] | Investments in Mutual Funds [Member]
Assets:
Total assets

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - Level 3 Warrant Liabilities [Member]	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value as of beginning
Initial measurement on February 22, 2021	8,397,000
Transfer of Public Warrants to Level 1	(9,000,000)
Transfer of Private Placement Warrants to Level 2	(240,000)
Change in valuation as of December 31, 2021	843,000
Fair Value as of ending

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	1 Months Ended
	Feb. 28, 2023	Feb. 20, 2023
Subsequent Events (Details) [Line Items]
Aggregate shares	4,850,000
Non redeemed shares	100,000
Trust account (in Dollars)		$ 254,201,239.56
Trust account per share (in Dollars per share)		$ 10.15
Class A common stock [Member]
Subsequent Events (Details) [Line Items]
Stockholders shares		25,040,997