Social Leverage Acquisition Corp I (SLAC) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Document Information Line Items
Entity Registrant Name	SOCIAL LEVERAGE ACQUISITION CORP I
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001834755
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40059
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-4095616
Entity Address, Address Line One	8390 E. Via de Ventura
Entity Address, Address Line Two	Suite F110-207
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85258
City Area Code	(302)
Local Phone Number	492-7522
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one- fourth of one redeemable warrant
Document Information Line Items
Trading Symbol	SLAC.U
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one- fourth of one redeemable warrant
Security Exchange Name	NASDAQ
Class A common stock included as part of the units
Document Information Line Items
Trading Symbol	SLAC
Title of 12(b) Security	Class A Common Stock included as part of the units
Security Exchange Name	NASDAQ
Redeemable warrants included as part of the units
Document Information Line Items
Trading Symbol	SLAC WS
Title of 12(b) Security	Redeemable warrants included as part of the units
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1,557,134
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,625,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 265,077	$ 1,666,647
Prepaid expenses	90,157	147,150
Total current assets	355,234	1,813,797
Non-current assets:
Investments held in Trust Account	16,073,631	16,674,956
Total Assets	16,460,814	18,520,702
Current liabilities:
Accounts payable	800,442	534,888
Accrued expenses	5,615,522	3,920,773
Income tax payable	70,293	953,182
Excise tax payable	9,678
Total current liabilities	6,495,935	5,408,843
Deferred legal fees	152,224	152,224
Derivative warrant liabilities	731,250	876,460
Working capital loan	794,135	741,799
Deferred underwriting commissions		12,075,000
Total liabilities	8,173,544	19,254,326
Commitments and Contingencies
Class A Common Stock subject to possible redemption, $0.0001 par value; 1,557,134 and 1,652,286 shares at redemption value of $10.52 and $10.30 per share as of September 30, 2023 and December 31, 2022, respectively	16,373,744	17,026,774
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	11,414,902
Accumulated deficit	(19,502,239)	(17,761,261)
Total stockholders’ deficit	(8,086,474)	(17,760,398)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	16,460,814	18,520,702
Class A Common Stock
Stockholders’ Deficit
Common stock, value
Class B Common Stock
Stockholders’ Deficit
Common stock, value	863	863
Related Party
Non-current assets:
Due from related parties	$ 31,949	$ 31,949

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock
Common stock subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares	1,557,134	1,652,286
Common stock subject to possible redemption value, per share (in Dollars per share)	$ 10.52	$ 10.3
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	80,000,000	80,000,000
Common stock, shares issued
Common stock, shares outstanding
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,625,000	8,625,000
Common stock, shares outstanding	8,625,000	8,625,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
General and administrative expenses	$ 398,580	$ 1,490,810	$ 2,484,097	$ 4,005,811
Franchise tax expense	16,400	50,000	51,775	155,565
Loss from operations	(414,980)	(1,540,810)	(2,535,872)	(4,161,376)
Other income (expense):
Change in fair value of derivative warrant liabilities	2,047,500	(1,170,000)	145,210	8,775,000
Reduction in deferred underwriter commissions			335,685
Interest on working capital loan - related party	(17,637)	(15,701)	(52,336)	(24,430)
Income from investments held in Trust Account	174,062	1,567,021	436,040	2,057,158
Total Other income, net	2,203,925	381,320	864,599	10,807,728
Net income (loss) before income taxes	1,788,945	(1,159,490)	(1,671,273)	6,646,352
Income tax expense	(29,405)	(381,616)	(69,705)	(426,224)
Net income (loss)	$ 1,759,540	$ (1,541,106)	$ (1,740,978)	$ 6,220,128
Class A Common Stock
Other income (expense):
Weighted average shares outstanding of basic (in Shares)	1,557,134	34,500,000	1,605,233	34,500,000
Basic net (loss) income per share (in Dollars per share)	$ 0.17	$ (0.04)	$ (0.17)	$ 0.14
Class B Common Stock
Other income (expense):
Weighted average shares outstanding of basic (in Shares)	8,625,000	8,625,000	8,625,000	8,625,000
Basic net (loss) income per share (in Dollars per share)	$ 0.17	$ (0.04)	$ (0.17)	$ 0.14

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A Common Stock
Weighted average shares outstanding of diluted	1,557,134	34,500,000	1,605,233	34,500,000
Diluted net (loss) income per share	$ 0.17	$ (0.04)	$ (0.17)	$ 0.14
Class B Common Stock
Weighted average shares outstanding of diluted	8,625,000	8,625,000	8,625,000	8,625,000
Diluted net (loss) income per share	$ 0.17	$ (0.04)	$ (0.17)	$ 0.14

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class A Common Stock	Class A	Class B Common Stock	Class B	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021			$ 863			$ (23,944,240)	$ (23,943,377)
Balance (in Shares) at Dec. 31, 2021			8,625,000
Net income (Loss)						5,843,760	5,843,760
Balance at Mar. 31, 2022			$ 863			(18,100,480)	(18,099,617)
Balance (in Shares) at Mar. 31, 2022			8,625,000
Balance at Dec. 31, 2021			$ 863			(23,944,240)	(23,943,377)
Balance (in Shares) at Dec. 31, 2021			8,625,000
Net income (Loss)							6,220,128
Balance at Sep. 30, 2022			$ 863			(18,936,057)	(18,935,194)
Balance (in Shares) at Sep. 30, 2022			8,625,000
Balance at Mar. 31, 2022			$ 863			(18,100,480)	(18,099,617)
Balance (in Shares) at Mar. 31, 2022			8,625,000
Remeasurement of Class A Common Stock subject to possible redemption value						(76,540)	(76,540)
Net income (Loss)						1,917,474	1,917,474
Balance at Jun. 30, 2022			$ 863			(16,259,546)	(16,258,683)
Balance (in Shares) at Jun. 30, 2022			8,625,000
Remeasurement of Class A Common Stock subject to possible redemption value						(1,135,405)	(1,135,405)
Net income (Loss)						(1,541,106)	(1,541,106)
Balance at Sep. 30, 2022			$ 863			(18,936,057)	(18,935,194)
Balance (in Shares) at Sep. 30, 2022			8,625,000
Balance at Dec. 31, 2022			$ 863			(17,761,261)	(17,760,398)
Balance (in Shares) at Dec. 31, 2022			8,625,000	8,625,000
Remeasurement of Class A Common Stock subject to possible redemption value					(94,853)		(94,853)
Reduction in deferred underwriter commissions					11,739,315		11,739,315
Net income (Loss)						(1,558,347)	(1,558,347)
Balance at Mar. 31, 2023			$ 863		11,644,462	(19,319,608)	(7,674,283)
Balance (in Shares) at Mar. 31, 2023			8,625,000
Balance at Dec. 31, 2022			$ 863			(17,761,261)	(17,760,398)
Balance (in Shares) at Dec. 31, 2022			8,625,000	8,625,000
Net income (Loss)							(1,740,978)
Balance at Sep. 30, 2023			$ 863		11,414,902	(19,502,239)	(8,086,474)
Balance (in Shares) at Sep. 30, 2023			8,625,000	8,625,000
Balance at Mar. 31, 2023			$ 863		11,644,462	(19,319,608)	(7,674,283)
Balance (in Shares) at Mar. 31, 2023			8,625,000
Remeasurement of Class A Common Stock subject to possible redemption value					(91,625)		(91,625)
Excise taxes related to redemptions					(9,678)		(9,678)
Net income (Loss)						(1,942,171)	(1,942,171)
Balance at Jun. 30, 2023			$ 863		11,543,159	(21,261,779)	(9,717,757)
Balance (in Shares) at Jun. 30, 2023			8,625,000
Remeasurement of Class A Common Stock subject to possible redemption value					(128,257)		(128,257)
Net income (Loss)						1,759,540	1,759,540
Balance at Sep. 30, 2023			$ 863		$ 11,414,902	$ (19,502,239)	$ (8,086,474)
Balance (in Shares) at Sep. 30, 2023			8,625,000	8,625,000

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (1,740,978)	$ 6,220,128
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities	(145,210)	(8,775,000)
Reduction in deferred underwriting commissions	(335,685)
Income from investments held in Trust Account	(436,040)	(2,057,158)
Interest on working capital loan - related party	52,336	24,430
Changes in operating assets and liabilities:
Prepaid expenses	56,993	327,771
Due from related parties		(15,317)
Accounts payable	265,554	325,204
Accrued expenses	1,694,749	2,904,897
Income tax payable	(882,889)	426,224
Franchise tax payable		(169,885)
Net cash used in operating activities	(1,471,170)	(788,706)
Cash Flows from Investing Activities:
Investment income released from Trust Account to pay for taxes	69,600	365,450
Cash withdrawn from Trust Account in connection with redemption	967,765
Net cash provided by investing activities	1,037,365	365,450
Cash Flows from Financing Activities:
Proceeds from working capital loan - related party		699,732
Redemption of common stock	(967,765)
Net cash (used in) provided by financing activities	(967,765)	699,732
Net decrease in cash	(1,401,570)	276,476
Cash - beginning of the period	1,666,647	250,390
Cash - end of the period	265,077	526,866
Supplemental disclosure of noncash activities:
Remeasurement of Class A Common Stock subject to possible redemption amount	314,735	1,211,945
Reduction of deferred underwriting commissions	11,739,315
Excise taxes related to redemptions	9,678
Supplemental Cash Flow Information
Income taxes paid	$ 1,048,152

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2023
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Social Leverage Acquisition Corp I (the “Company”) is a blank check company incorporated in Delaware on December 1, 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 (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity for the period from December 1, 2020 (inception) through September 30, 2023, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and other income on investments of the proceeds derived from the Initial Public Offering. The Company’s sponsor is Social Leverage Acquisition Sponsor I LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 11, 2021. On February 17, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A Common Stock included in the Units being offered, the “Public Shares”), including the exercise of the underwriters’ option to purchase 4,500,000 additional Units (the “Option Units”), at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.7 million, of which approximately $12.1 million and approximately $152,000 was for deferred underwriting commissions and Deferred Legal Fees (as defined below), respectively (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $9.0 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”), and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete its initial Business Combination with one or more operating businesses or assets having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of the Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock exchange listing requirements. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity The Company’s Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemptions in connection with its initial Business Combination or redeem 100% of the Public Shares if the Company does not complete a Business Combination within the initial Combination Period (as defined below) or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by February 17, 2024 (the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, 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 in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by The initial stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value in the Trust Account will be only $10.00 or potentially less. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided Liquidity and Going Concern As of September 30, 2023, the Company had approximately $265,000 in its operating bank account and working capital deficit of approximately $6.1 million. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity, the mandatory liquidation and the subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 17, 2024. The condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management plans to consummate a Business Combination prior to the mandatory liquidation date. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus 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 consolidated financial statement. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Recently in October 2023, the military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. The impact of these actions and related sanctions on the world economy are not determinable as of the date of these condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed consolidated financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 was signed into federal law. The Inflation Reduction Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Proposed W3BCLOUD Business Combination On July 31, 2022, the Company entered into a business combination agreement, by and among the Company, SLAC Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and W3BCLOUD Holdings Inc. (“W3BCLOUD”) (the “Original BCA”). The Original BCA and the business combination were unanimously approved by the Company’s board of directors on July 8, 2022. On April 21, 2023, the Company, Merger Sub and W3BCLOUD executed an amendment to the Original BCA (the “BCA Amendment” and together with the Original BCA, the “Business Combination Agreement”) relating to the contemplated business combination among the parties thereto. On September 22, 2023, the parties to the Business Combination Agreement entered into a Termination Agreement (the “Termination Agreement”), pursuant to which, among other things, the parties agreed to mutually terminate the Business Combination Agreement, effective as of September 22, 2023 (the “Termination”). As a result of the Termination, the Business Combination Agreement will be of no further force and effect, and the Ancillary Agreements (as defined in the Business Combination Agreement) will either be terminated in accordance with their terms or be of no further force and effect. Neither party will be required to pay the other any fees or expenses as a result of the Termination. The Company and W3BCLOUD have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the transactions contemplated under the Business Combination Agreement. The foregoing description of the Business Combination Agreement, the Termination and the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions and the full text of the Original BCA, a copy of which was previously filed with the SEC as Exhibit 2.1 to our Current Report on Form 8-K on August 1, 2022, as amended by the BCA Amendment, a copy of which was previously filed with the SEC as Exhibit 2.1 to our Current Report on Form 8-K on April 21, 2023, and to the full text of the Termination Agreement, a copy of which was previously filed with the SEC as Exhibit 10.1 to our Current Report on Form 8-K on September 22, 2023. First Amendment to Sponsor Letter Agreement On April 21, 2023, the Company, W3BCLOUD, the Sponsor and certain other persons named therein (the “Insiders”) entered into an amendment (the “First Amendment to Sponsor Letter Agreement”) to that certain Sponsor Letter Agreement, dated as of July 31, 2022 (the “Sponsor Letter Agreement”), by and among the Company, W3BCLOUD, the Sponsor and the Insiders. Pursuant to the Termination and Termination Agreement, the Sponsor Letter Agreement and First Amendment to Sponsor Letter Agreement has been terminated.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 29, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 29, 2023. Principles of Consolidation The consolidated financial statements of the Company include its wholly owned subsidiary in connection with the proposed Business Combination. All intercompany accounts and transactions are eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that 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 condensed consolidated 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. 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 (“FDIC”) coverage limit of $250,000. On March 12, 2023, the Company and the Sponsor entered into a Custody Agreement, where the Company transferred $104,000 to the Sponsor to mitigate any risks on cash accounts that exceed the FDIC coverage limit. The Company has sole discretion on use of funds held under the Custody Agreement. On June 16, 2023, the Sponsor transferred $104,000 back to the Company’s cash account. As of September 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2023 and December 31, 2022. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, Fair Value Measurements Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Class A Common Stock issued were charged against the carrying value of the Class A Common Stock subject to possible redemption upon the completion of the Initial Public Offering and exercise of the over-allotment option. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, Derivatives and Hedging The 8,625,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised. For periods where no observable traded price is available, the Company utilized a Monte-Carlo simulation to estimate the fair value of the Public Warrants and used the Black-Scholes option pricing model to estimate the fair value of the Private Placement Warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A Common Stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 14,625,000 Class A Common Stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023 and 2022. Remeasurement associated with the redeemable Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B Common Stock that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of common stock: For the Three Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 269,083 $ 1,490,457 $ (1,232,885 ) $ (308,221 ) Denominator: Basic and diluted weighted average common stock outstanding 1,557,134 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per common stock $ 0.17 $ 0.17 $ (0.04 ) $ (0.04 ) For the Nine Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (273,178 ) $ (1,467,800 ) $ 4,976,102 $ 1,244,026 Denominator: Basic and diluted weighted average common stock outstanding 1,605,233 8,625,000 34,500,000 8,625,000 Basic and diluted net (loss) income per common stock $ (0.17 ) $ (0.17 ) $ 0.14 $ 0.14 Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2023
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3 - INITIAL PUBLIC OFFERING On February 17, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, including the exercise of the underwriters’ option to purchase 4,500,000 Option Units, at $10.00 per Unit, which generated gross proceeds of $345.0 million, and incurring offering costs of approximately $19.7 million, of which approximately $12.1 million and approximately $152,000 was for deferred underwriting commissions and Deferred Legal Fees, respectively. Each Unit consists of one share of Class A Common Stock, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 - RELATED PARTY TRANSACTIONS Founder Shares On December 11, 2020, the Sponsor paid $25,000 to cover certain offering costs on behalf of the Company in exchange for issuance of 7,187,500 shares of the Company’s Class B Common Stock, par value $0.0001 per share, (the “Founder Shares”). On January 20, 2021, the Company effected a 1:1.2 stock split of Class B Common Stock, resulting in an aggregate of 8,625,000 shares of Class B Common Stock outstanding. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On February 17, 2021, the underwriter fully exercised its option to purchase additional; thus, these 1,125,000 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination and (2) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of $9.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash (except in certain limited circumstances) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On December 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $178,000 under the Note and it was repaid in full on February 19, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. In March 2022, the Company executed a Working Capital Loan (the “March 2022 Working Capital Loan”), bearing interest of 10% annually, providing the Company the ability to borrow up to $1.5 million. As of September 30, 2023 and December 31, 2022, the Company had $300,000, in borrowings under the March 2022 Working Capital Loan. For the three and nine months ended September 30, 2023, the Company had approximately $8,000 and $22,000, respectively, in interest expense on the March 2022 Working Capital Loan. For the three and nine months ended September 30, 2022, the Company had approximately $7,000 and $16,000, respectively, in interest expense on the March 2022 Working Capital Loan. The March 2022 Working Capital Loan has a conversion feature that is considered an embedded derivative, but the value is de minimis, as such, the March 2022 Working Capital Loan is presented at fair value on the accompanying consolidated balance sheets. In June 2022, the Sponsor and the Company executed another Working Capital Loan (the “June 2022 Working Capital Loan”), bearing interest of 10% annually, providing the Company the ability to borrow up to $400,000. As of September 30, 2023 and December 31, 2022, the Company had approximately $400,000, respectively, in borrowings under the June 2022 Working Capital Loan. For the three and nine months ended September 30, 2023, the Company had approximately $10,000 and $30,000, respectively, in interest expense on the June 2022 Working Capital Loan. For the three and nine months ended September 30, 2022, the Company had approximately $8,000 and $8,000, respectively, in interest expense on the June 2022 Working Capital Loan. The June 2022 Working Capital Loan has a conversion feature that is considered an embedded derivative, but the value is de minimis, as such, the June 2022 Working Capital Loan is presented at fair value on the accompanying consolidated balance sheets. Administrative Support Agreement and Certain Other Payments Commencing on the date that the Company’s securities were first listed on a stock exchange through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, support and administrative services. In April 2022, the Sponsor terminated this agreement retroactive to January 1, 2022. The Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates. Custody Agreement On March 12, 2023, the Company and the Sponsor entered into a Custody Agreement, where the Company transferred $104,000 to the Sponsor to mitigate any risks on cash accounts that exceed the FDIC coverage limit. The Company has sole discretion on use of funds held under the Custody Agreement. On June 16, 2023, the Sponsor transferred $104,000 back to the Company’s cash account.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 - COMMITMENTS AND CONTINGENCIES Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration rights agreement. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On February 17, 2021, the underwriter fully exercised its option to purchase additional Units. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $12.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On January 18, 2023, the Company received a formal letter, from Barclays Capital Inc. (“Barclays”), one of the underwriters in the Company’s Initial Public Offering, advising that it had, among other things, (i) resigned from and ceased or refused to act in, its roles as co-placement agent, co-capital markets advisor and exclusive financial advisor to the Company in connection with the Merger and as underwriter in the Company’s Initial Public Offering and (ii) waived its right to receive an aggregate of $13.1 million in fees, all of which were contingent upon and payable upon the closing of the Merger, consisting of 2% of gross proceeds for its role as co-placement agent, $3.5 million for its role as financial advisor, a discretionary fee of up to $3.0 million, and $6.6 million of deferred underwriting fees accrued from its participation in the Company’s Initial Public Offering, as well as any expense reimbursements owed to it under those arrangements. The Company intends to continue to pursue the consummation of an initial Business Combination. On January 26, 2023, the Company and BofA Securities, Inc., one of the underwriters in the Company’s Initial Public Offering, entered into an agreement pursuant to which BofA Securities, Inc. waived all rights to its pro rata share of the Deferred Discount (as defined in the Underwriting Agreement, dated February 11, 2021, among the Company, and BofA Securities, Inc.). BofA Securities, Inc. pro rata share of the Deferred Discount was approximately $5.5 million and was payable by the Company upon consummation of an initial Business Combination. The Company intends to continue to pursue the consummation of an initial Business Combination. Deferred Legal Fees The Company engaged legal counsel for legal advisory services, and the legal counsel agreed to defer their fees in excess of $225,000 (“Deferred Legal Fees”). The Deferred Legal Fees will become payable in the event that the Company completes a Business Combination. As of September 30, 2023 and December 31, 2022, there are Deferred Legal Fees of approximately $152,000, recognized in connection with such services on the accompanying consolidated balance sheets. Commitments On April 21, 2023, W3BCLOUD and the Company entered into a non-binding term sheet (the “Term Sheet”) with B. Riley Principal Capital II, LLC (“B. Riley”) with respect to a proposed committed equity facility (the “Facility”). In connection with the Termination Agreement, the Term Sheet has been terminated. In addition, as previously reported, in July 2022, W3BCLOUD Partners Limited and ConsenSys AG (“ConsenSys”) entered into a commitment letter (the “Commitment Letter”) pursuant to which ConsenSys agreed to subscribe for an aggregate of $15 million of equity and/or convertible securities to be issued by the Company or W3BCLOUD in connection with the Business Combination, subject to certain conditions set forth in the Commitment Letter. On April 21, 2023, W3BCLOUD Partners Limited, W3BCLOUD and ConsenSys amended and restated the Commitment Letter. In connection with the Termination Agreement, the Commitment Letter has been terminated. Non-Redemption Agreements On April 21, 2023, the Company entered into certain Voting, Share Purchase and Non-Redemption Agreements (the “Initial Non-Redemption Agreements”) with certain unaffiliated holders (the “Initial Holders”) of the Company’s Class A Common Stock. Pursuant to the Initial Non-Redemption Agreements, the Initial Holders agreed, among other things, not to redeem an aggregate of 650,000 shares of Class A Common Stock (the “Non-Redeemed Shares”) in connection with any vote of the stockholders of the Company where such Initial Holder would otherwise have been entitled to redeem the Non-Redeemed Shares and to hold the Non-Redeemed Shares until the business day following the meeting of the stockholders of the Company at which the stockholders vote on and approve the consummation of the Business Combination and related transactions. On May 26, 2023, the Company entered into Additional Non-Redemption Agreements (as defined below) with three additional unaffiliated holders (the “Additional Holders”) with respect to certain shares of the Company’s Class A Common Stock currently held by or recently purchased by such Additional Holders, or which may be purchased by such Additional Holders prior to the date that is 30 days from the date of the Additional Redemption Agreements or such later date agreed by the Company in its absolute discretion, up to an aggregate cap of 345,220 shares of the Company’s Class A Common Stock (the “Additional Non-Redeemed Shares”). The Additional Holders currently hold an aggregate of approximately 297,767 shares of the Company’s Class A Common Stock and one of the Additional Holders may purchase up to approximately 47,453 additional shares of the Company’s Class A Common Stock. The additional shares of Class A Common Stock may be purchased by such Additional Holder either on the open market or directly, in a privately negotiated transaction, from other holders of the Company’s Class A Common Stock. The Company entered into two separate forms of non-redemption agreements with the Additional Holders. With respect to 248,620 shares of the Company’s Class A Common Stock currently held by the Additional Holders (the “Voting Non-Redeemable Shares”), the Company entered into Voting, Share Purchase and Non-Redemption Agreements (the “Non-Redemption and Voting Agreements”), which are on materially the same terms as the Initial Non-Redemption Agreements, the form of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 21, 2023. Pursuant to the Non-Redemption and Voting Agreements, the Additional Holders have agreed to vote their respective Voting Non-Redeemable Shares in favor of certain matters to be put to a vote of the stockholders of the Company, including the consummation of the Business Combination and related transactions. With respect to 49,147 shares of the Company’s Class A Common Stock recently purchased by one of the Additional Holders and up to 47,453 shares of the Company’s Class A Common Stock which may be purchased by that Additional Holder after the date hereof (the “Non-Redeemable Shares”), the Company entered into a Share Purchase and Non-Redemption Agreement (the “Non-Redemption Agreement” and, together with the Non-Redemption and Voting Agreements, the “Additional Non-Redemption Agreements”), which requires the Additional Holder to cause such Non-Redeemable Shares to be counted as present for purposes of establishing a quorum at certain meetings of the stockholders of the Company and to abstain from voting that Holder’s Non-Redeemable Shares on certain matters to be put to a vote of the stockholders of the Company, including the consummation of the Business Combination and related transactions. Pursuant to the Non-Redemption and Voting Agreements, the Additional Holders agreed, among other things: (i) not to redeem the Voting Non-Redeemable Shares in connection with any vote of the stockholders of the Company where such Additional Holder would otherwise have been entitled to redeem such Voting Non-Redeemable Shares; (ii) to hold the Additional Non-Redeemed Shares until the business day following the meeting of the stockholders of the Company at which the stockholders vote on and approve the consummation of the Business Combination, except that the Additional Holders may transfer the Voting Non-Redeemable Shares to other holders of Class A Common Stock which are subject to a non-redemption agreement with the Company on materially the same terms as the Non-Redemption and Voting Agreements and (iii) to vote their Voting Non-Redeemable Shares in favor of certain matters to be put to a vote of the stockholders of the Company, including, among other things, the consummation of the Business Combination and related transactions. Pursuant to the Non-Redemption Agreement, the applicable Additional Holder agreed, among other things: (i) not to redeem the Non-Redeemable Shares in connection with any vote of the stockholders of the Company where such Additional Holder would otherwise have been entitled to redeem such Non-Redeemable Shares; (ii) to hold the Non-Redeemable Shares until the business day following the meeting of the stockholders of the Company at which the stockholders vote on and approve the consummation of the Business Combination, except that the Additional Holder may transfer the Non-Redeemable Shares to other holders of Class A Common Stock which are subject to a non-redemption agreement with the Company on materially the same terms as the Non-Redemption Agreements; (iii) to cause the Non-Redeemable Shares to be counted as present for purposes of establishing a quorum at certain meetings of the stockholders of the Company, and to abstain from voting their Non-Redeemable Shares in favor of certain matters to be put to a vote of the stockholders of the Company, including, among other things, the consummation of the Business Combination and related transactions and (iv) not to purchase any Additional Non-Redeemed Shares at a price exceeding $10.22 per share of Class A Common Stock, being the minimum expected per-share redemption price in connection with the Company’s redemption process with respect to the Business Combination. In consideration of the agreements described above, the Company agreed, subject to the respective Additional Holder’s compliance with their obligations under the Additional Non-Redemption Agreements, to issue to the Additional Holders (or designees of such Holders) between 1,025,640 and 1,189,089 shares of Class A Common Stock upon the closing of the Business Combination, depending on the number of additional Non-Redeemable Shares acquired by the Additional Holder party to the Non-Redemption Agreement following the date of the Non-Redemption Agreement. The Additional Holders will be entitled to the registration rights set forth in that certain registration rights agreement, dated as of February 11, 2021 (as may be amended from time to time), among the Sponsor, the Company and the certain other parties thereto, with respect to such shares of the Company’s Class A Common Stock issued to them. The Company anticipates that one of the Additional Holders may make purchases of shares of the Company’s Class A Common Stock following execution of the Additional Non-Redemption Agreements. The Additional Non-Redemption Agreements are expected to increase the amount of funds that remain in the Company’s Trust Account following the meeting of the Company’s stockholders to approve the Business Combination. The Company may enter into additional non-redemption agreements from time to time and will disclose the execution of any such further non-redemption agreements once they have been entered into. As previously disclosed, pursuant to the Termination and Termination Agreement, the Sponsor Letter Agreement and First Amendment to Sponsor Letter Agreement have each been terminated. The foregoing summary of the Initial Non-Redemption Agreements and the Additional Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of Non-Redemption and Voting Agreement, filed by the Company as Exhibit 10.1 to the Current Report on Form 8-K dated April 21, 2023, and incorporated by reference herein, and the Form of Non-Redemption Agreement, filed by the Company as Exhibit 10.2 to the Current Report on Form 8-K dated May 26, 2023, and incorporated by reference herein.

Class A Common Stock Subject to

Class A Common Stock Subject to Possible Redemption	9 Months Ended
	Sep. 30, 2023
Class A Common Stock Subject to Possible Redemption [Abstract]
CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION	NOTE 6 - CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holder of the Company’s Class A Common Stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 1,557,134 and 1,652,286 shares of Class A Common Stock outstanding, respectively, all of which were subject to possible redemption at redemption values of $10.52 and $10.30 per share, respectively, and are classified outside of permanent equity in the consolidated balance sheets. The Class A Common Stock subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Class A Common Stock subject to possible redemption, December 31, 2021 $ 345,000,000 Less: Redemption of Class A Common Stock subject to possible redemption (331,500,835 ) Plus: Remeasurement of Class A Common Stock subject to possible redemption amount 3,527,609 Class A Common Stock subject to possible redemption, December 31, 2022 17,026,774 Less: Redemption of Class A Common Stock subject to possible redemption (967,765 ) Plus: Remeasurement of Class A Common Stock subject to possible redemption amount 314,735 Class A Common Stock subject to possible redemption, September 30, 2023 $ 16,373,744

Stockholders_ Deficit

Stockholders’ Deficit	9 Months Ended
	Sep. 30, 2023
Stockholders’ Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7 - STOCKHOLDERS’ DEFICIT Preferred Stock - Class A Common Stock - Class B Common Stock - Holders of Class A Common Stock and holders of Class B Common Stock will vote together as a single class, with each share entitling the holder to one vote; provided however The Class B Common Stock will automatically convert into Class A Common Stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one 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 issued in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the shares of Class B Common Stock will convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B Common Stock agree to waive such anti-dilution 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 all shares of common stock issued and outstanding upon the completion of the Initial Public Offering plus

Warrants

Warrants	9 Months Ended
	Sep. 30, 2023
Warrants [Abstract]
WARRANTS	NOTE 8 - WARRANTS As of September 30, 2023 and December 31, 2022, the Company had 8,625,000 Public Warrants and 6,000,000 Private Placement Warrants outstanding. Public Warrants may only be exercised in whole and only for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering; provided The warrants have an exercise price of $11.50 per share, subject to adjustment. 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 board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of the shares of Class A Common Stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates its 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 higher of the Market Value and the Newly Issued Price, and the $18.00 and $10.00 per share redemption trigger prices described under “Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $18.00” and “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 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees, except in certain limited circumstances. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of Class A Common Stock for any 20-trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period. Except as described below, none of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees. 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 $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided ● if, and only if, the Reference Value equals or exceeds $10.00 per share as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like; and ● if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A Common Stock shall mean the volume-weighted average price of Class A Common Stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A Common Stock per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9 - FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2023 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account - Money market funds $ 16,073,631 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 431,250 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 300,000 $ — December 31, 2022 Description Quoted Prices Significant Significant Assets: Investments held in Trust Account - Money market funds $ 16,674,956 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 517,500 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 358,960 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in April 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in April 2021, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers to/from Levels 1, 2, and 3 during the period ended September 30, 2023 and during the year ended December 31, 2022. For periods where no observable traded price is available, the Company utilized a Monte-Carlo simulation to estimate the fair value of the Public Warrants and used the Black-Scholes option pricing model to estimate the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The estimated fair value of the Public Warrants and Private Placement Warrants, prior to the Public Warrants being traded in an active market, was determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to the Unit price, expected volatility, risk-free interest rate, term to expiration, and dividend yield. The Unit price is based on the publicly traded price of the Units as of the measurement date. The Company estimated the volatility for the Public Warrants and Private Placement Warrants based on the implied volatility from the traded prices of warrants issued by other special purpose acquisition companies. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Public Warrants and Private Placement Warrants. The term to expiration was calculated as the contractual term of the Public Warrants and Private Placement Warrants, assuming one year to a Business Combination from the Initial Public Offering date. Finally, the Company does not anticipate paying a dividend. Any changes in these assumptions can change the valuation significantly. For the three and nine months ended September 30, 2023, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $2 million and $145,000, which is presented in the accompanying consolidated statements of operations, respectively. For the three and nine months ended September 30, 2022, the Company recognized a loss and a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $1.2 million and $8.8 million, which is presented in the accompanying consolidated statements of operations, respectively.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 - SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions that occurred up to the date the condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2023
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 29, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 29, 2023.
Principles of Consolidation	Principles of Consolidation The consolidated financial statements of the Company include its wholly owned subsidiary in connection with the proposed Business Combination. All intercompany accounts and transactions are eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that 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 condensed consolidated 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 revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
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 (“FDIC”) coverage limit of $250,000. On March 12, 2023, the Company and the Sponsor entered into a Custody Agreement, where the Company transferred $104,000 to the Sponsor to mitigate any risks on cash accounts that exceed the FDIC coverage limit. The Company has sole discretion on use of funds held under the Custody Agreement. On June 16, 2023, the Sponsor transferred $104,000 back to the Company’s cash account. As of September 30, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2023 and December 31, 2022.
Investment, Policy [Policy Text Block]	Investments Held in the Trust Account The Company’s portfolio of investments is comprised of cash and U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, Fair Value Measurements
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Class A Common Stock issued were charged against the carrying value of the Class A Common Stock subject to possible redemption upon the completion of the Initial Public Offering and exercise of the over-allotment option. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, Derivatives and Hedging The 8,625,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 6,000,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised. For periods where no observable traded price is available, the Company utilized a Monte-Carlo simulation to estimate the fair value of the Public Warrants and used the Black-Scholes option pricing model to estimate the fair value of the Private Placement Warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing Liabilities from Equity The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A Common Stock subject to possible redemption to equal the redemption value at the end of each reporting period. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the remeasurement from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023 and 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net (Loss) Income Per Common Stock	Net (Loss) Income Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the private placement warrants to purchase an aggregate of 14,625,000 Class A Common Stock in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023 and 2022. Remeasurement associated with the redeemable Class A Common Stock is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B Common Stock that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of common stock: For the Three Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 269,083 $ 1,490,457 $ (1,232,885 ) $ (308,221 ) Denominator: Basic and diluted weighted average common stock outstanding 1,557,134 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per common stock $ 0.17 $ 0.17 $ (0.04 ) $ (0.04 ) For the Nine Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (273,178 ) $ (1,467,800 ) $ 4,976,102 $ 1,244,026 Denominator: Basic and diluted weighted average common stock outstanding 1,605,233 8,625,000 34,500,000 8,625,000 Basic and diluted net (loss) income per common stock $ (0.17 ) $ (0.17 ) $ 0.14 $ 0.14
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2023
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Schedule of basic and diluted net income per share of common stock	The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of common stock: For the Three Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 269,083 $ 1,490,457 $ (1,232,885 ) $ (308,221 ) Denominator: Basic and diluted weighted average common stock outstanding 1,557,134 8,625,000 34,500,000 8,625,000 Basic and diluted net income (loss) per common stock $ 0.17 $ 0.17 $ (0.04 ) $ (0.04 ) For the Nine Months Ended September 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income $ (273,178 ) $ (1,467,800 ) $ 4,976,102 $ 1,244,026 Denominator: Basic and diluted weighted average common stock outstanding 1,605,233 8,625,000 34,500,000 8,625,000 Basic and diluted net (loss) income per common stock $ (0.17 ) $ (0.17 ) $ 0.14 $ 0.14

Class A Common Stock Subject _2

Class A Common Stock Subject to Possible Redemption (Tables)	9 Months Ended
	Sep. 30, 2023
Class A Common Stock Subject to Possible Redemption [Abstract]
Schedule of class A common stock subject to possible redemption	The Class A Common Stock subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Class A Common Stock subject to possible redemption, December 31, 2021 $ 345,000,000 Less: Redemption of Class A Common Stock subject to possible redemption (331,500,835 ) Plus: Remeasurement of Class A Common Stock subject to possible redemption amount 3,527,609 Class A Common Stock subject to possible redemption, December 31, 2022 17,026,774 Less: Redemption of Class A Common Stock subject to possible redemption (967,765 ) Plus: Remeasurement of Class A Common Stock subject to possible redemption amount 314,735 Class A Common Stock subject to possible redemption, September 30, 2023 $ 16,373,744

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices Significant Significant Assets: Investments held in Trust Account - Money market funds $ 16,073,631 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 431,250 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 300,000 $ — Description Quoted Prices Significant Significant Assets: Investments held in Trust Account - Money market funds $ 16,674,956 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 517,500 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 358,960 $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)		1 Months Ended	9 Months Ended
	Feb. 17, 2021	Aug. 16, 2022	Sep. 30, 2023
Description of Organization and Business Operations (Details) [Line Items]
Offering costs	$ 19,700,000
Deferred underwriting commissions	12,100,000
Deferred legal fees	$ 152,000
Percentage of assets held in trust account			80%
Pro rata amount per public share (in Dollars per share)			$ 10
Aggregate public share percentage			15%
Redemption of public shares, percentage			100%
Interest to pay dissolution expenses			$ 100,000
Price per share held in trust account (in Dollars per share)			$ 10
Public per share (in Dollars per share)			10
Public share due to reduction (in Dollars per share)			$ 10
Operating bank account			$ 265,000
Working capital deficit			$ 6,100,000
U.S. federal tax		1%
Excise tax		1%
Initial Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Share issued (in Shares)	34,500,000
Purchase additional units (in Shares)	4,500,000
Price per share (in Dollars per share)	$ 10
Generating gross proceeds	$ 345,000,000
Private Placement Warrant [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)			$ 1.5
Generating gross proceeds			$ 9,000,000
Issuance of private placement warrants (in Shares)			6,000,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Price per share (in Dollars per share)			$ 10
Net proceeds			$ 345,000,000
Business Combination [Member]
Description of Organization and Business Operations (Details) [Line Items]
Outstanding voting percentage			50%

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)			9 Months Ended
	Jun. 16, 2023	Mar. 12, 2023	Sep. 30, 2023	Dec. 31, 2022	Feb. 17, 2021
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Federal deposit insurance corporation (in Dollars)			$ 250,000
Transferred amount (in Dollars)		$ 104,000
Sponsor Fees (in Dollars)	$ 104,000
Subject to possible redemption per share value (in Dollars per share)			$ 10.52	$ 10.3
Initial Public Offering [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Warrants issued			8,625,000
Purchase of aggregate shares					34,500,000
Private Placement Warrants [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Warrants			6,000,000
Class A Common Stock [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption			1,557,134	1,652,286
Class A Common Stock [Member] | Private Placement Warrants [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items]
Purchase of aggregate shares			14,625,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A [Member]
Numerator:
Allocation of net (loss) income	$ 269,083	$ (1,232,885)	$ (273,178)	$ 4,976,102
Denominator:
Basic weighted average common stock outstanding	1,557,134	34,500,000	1,605,233	34,500,000
Basic net (loss) income per common stock	$ 0.17	$ (0.04)	$ (0.17)	$ 0.14
Class B [Member]
Numerator:
Allocation of net (loss) income	$ 1,490,457	$ (308,221)	$ (1,467,800)	$ 1,244,026
Denominator:
Basic weighted average common stock outstanding	8,625,000	8,625,000	8,625,000	8,625,000
Basic net (loss) income per common stock	$ 0.17	$ (0.04)	$ (0.17)	$ 0.14

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share of Common Stock (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Class A [Member]
Schedule of basic and diluted net income per share of common stock [Abstract]
Diluted weighted average common stock outstanding	1,557,134	34,500,000	1,605,233	34,500,000
Diluted net (loss) income per common stock	$ 0.17	$ (0.04)	$ (0.17)	$ 0.14
Class B [Member]
Schedule of basic and diluted net income per share of common stock [Abstract]
Diluted weighted average common stock outstanding	8,625,000	8,625,000	8,625,000	8,625,000
Diluted net (loss) income per common stock	$ 0.17	$ (0.04)	$ (0.17)	$ 0.14

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		9 Months Ended
	Feb. 17, 2021	Sep. 30, 2023
Initial Public Offering (Details) [Line Items]
Gross proceeds	$ 345,000,000
Incurring offering costs	19,700,000
Deferred underwriting commissions	12,100,000
Deferred legal fees	$ 152,000
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of unit (in Shares)	34,500,000
Purchase option units (in Shares)	4,500,000
Price per unit (in Dollars per share)	$ 10
Public Warrants [Member] | Class A Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Price per share (in Dollars per share)		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Mar. 31, 2022

Feb. 17, 2021

Jan. 20, 2021

Dec. 11, 2020

Jun. 16, 2023

Feb. 17, 2021

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Mar. 12, 2023

Jun. 30, 2022

Feb. 19, 2021

Related Party Transactions (Details) [Line Items]

Offering cost

$ 19,700,000

$ 19,700,000

Founder shares (in Shares)

1,125,000

Expenses related to initial public offering

$ 16,400

$ 50,000

$ 51,775

$ 155,565

Borrowed amount

$ 178,000

Working capital loans

300,000

$ 300,000

Bearing interest

10%

Ability to borrow

$ 1,500,000

Interest expense

$ 10,000

8,000

30,000

8,000

Working capital loan bearing percentage

10%

Borrowings

$ 400,000

$ 400,000

Office space, support and administrative services

10,000

FDIC coverage limit

$ 104,000

Custody account balance

$ 104,000

Warrant [Member]

Related Party Transactions (Details) [Line Items]

Working capital loans

$ 1,500,000

Private Placement Warrants [Member]

Related Party Transactions (Details) [Line Items]

Private placement warrants (in Shares)

6,000,000

6,000,000

Price per share (in Dollars per share)

$ 1.5

$ 1.5

Generating proceeds

$ 9,000,000

$ 9,000,000

Class B Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Stock split, description

On January 20, 2021, the Company effected a 1:1.2 stock split of Class B Common Stock, resulting in an aggregate of 8,625,000 shares of Class B Common Stock outstanding.

Founder shares forfeited (in Shares)

1,125,000

Class A Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Common stock, price per share (in Dollars per share)

$ 12

$ 12

Class A Common Stock [Member] | Private Placement Warrants [Member]

Related Party Transactions (Details) [Line Items]

Price per share (in Dollars per share)

11.5

11.5

Business Combination [Member]

Related Party Transactions (Details) [Line Items]

price per warrant (in Dollars per share)

$ 1.5

$ 1.5

Founder Shares [Member]

Related Party Transactions (Details) [Line Items]

Issued and outstanding shares percentage

20%

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

Related Party Transactions (Details) [Line Items]

Issuance of shares (in Shares)

7,187,500

Common stock par value (in Dollars per share)

$ 0.0001

Working Capital Loan [Member]

Related Party Transactions (Details) [Line Items]

Interest expense

$ 8,000

$ 7,000

$ 22,000

$ 16,000

Sponsor [Member]

Related Party Transactions (Details) [Line Items]

Offering cost

$ 25,000

Founder shares forfeited (in Shares)

1,125,000

Expenses related to initial public offering

$ 300,000

Working Capital Loan [Member]

Related Party Transactions (Details) [Line Items]

Borrowings

$ 400,000

$ 400,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		1 Months Ended		9 Months Ended
	Jan. 18, 2023	May 26, 2023	Apr. 21, 2023	Sep. 30, 2023	Dec. 31, 2022	Feb. 17, 2021
Commitments and Contingencies (Details) [Line Items]
Price per unit (in Dollars per share)				$ 0.35
Underwriters payable				$ 12,100,000
Aggregate fees	$ 13,100,000
Gross proceeds percentage	2%
Financial advisor	$ 3,500,000
Discretionary fees	3,000,000
Deferred underwriting fees	$ 6,600,000
Deferred discount				5,500,000
Excess of deferred legal fees				225,000
Deferred legal fees				152,000	$ 152,000
Convertible securities to be issued				$ 15,000,000
Aggregate shares (in Shares)				47,453
Aggregate purchase shares (in Shares)		47,453
Non-redemption agreements (in Shares)				248,620
Shares price exceeding per share (in Dollars per share)				$ 10.22
Initial Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase of additional units (in Shares)				4,500,000
Underwriting discount (in Dollars per share)				$ 0.2
Aggregate price				$ 6,900,000
Shares issued (in Shares)						34,500,000
Class A Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate redeem shares (in Shares)			650,000
Aggregate capital (in Shares)		345,220
Aggregate shares (in Shares)		297,767
Non-redemption agreements (in Shares)				49,147
Non-Redemption Agreements [Member]
Commitments and Contingencies (Details) [Line Items]
Shares issued (in Shares)				1,025,640
Non-Redemption Agreements [Member] | Class A Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Shares issued (in Shares)				1,189,089

Class A Common Stock Subject _3

Class A Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Class A Common Stock Subject to Possible Redemption [Line Items]
Temporary equity shares authorized	100,000,000	100,000,000
Temporary equity value per share (in Dollars per share)	$ 0.0001	$ 0.0001
Description of voting rights	one
Temporary equity shares outstanding	1,557,134	1,652,286
Redemption value per share (in Dollars per share)	$ 10.52	$ 10.3

Class A Common Stock Subject _4

Class A Common Stock Subject to Possible Redemption (Details) - Schedule of Class A Common Stock Subject to Possible Redemption - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Class A Common Stock Subject to Possible Redemption [Line Items]
Class A Common Stock subject to possible redemption	$ 17,026,774	$ 345,000,000
Redemption of Class A Common Stock subject to possible redemption	(967,765)	(331,500,835)
Remeasurement of Class A Common Stock subject to possible redemption amount	314,735	3,527,609
Class A Common Stock subject to possible redemption	$ 16,373,744	$ 17,026,774

Stockholders_ Deficit (Details)

Stockholders’ Deficit (Details) - $ / shares		9 Months Ended
	Feb. 17, 2021	Sep. 30, 2023	Dec. 31, 2022
Stockholders’ Deficit [Abstract]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Number of vote		one
Class A Common Stock [Member]
Stockholders’ Deficit [Abstract]
Common stock, shares authorized		80,000,000	80,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock subject to possible redemption, shares issued		1,557,134	1,652,286
Common stock subject to possible redemption, shares outstanding		1,557,134	1,652,286
Common stock subject to possible redemption value, per share (in Dollars per share)		$ 10.52	$ 10.3
Common stock, shares issued
Common stock, shares outstanding
Number of vote		one
Class B Common Stock [Member]
Stockholders’ Deficit [Abstract]
Common stock, shares authorized		20,000,000	20,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common Stock outstanding	8,625,000
Common stock were subject to forfeiture	1,125,000
Issued and outstanding common stock percentage	20%	20%
Purchase additional units	1,125,000
Common stock, shares issued		8,625,000	8,625,000
Common stock, shares outstanding		8,625,000	8,625,000

Warrants (Details)

Warrants (Details)	9 Months Ended
	Sep. 30, 2023 Days $ / shares shares	Dec. 31, 2022 $ / shares shares
Warrants [Line Items]
Warrants expire term	5 years
Exercise price	$ 11.5
Total equity proceeds, percentage	60%
Market value percentage	115%
Redemption trigger price per shares	$ 18
Exercise price 18.00 [Member]
Warrants [Line Items]
Warrant exercise price	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Exercise Price 10.00 [Member]
Warrants [Line Items]
Warrant exercise price	$ 0.1
Common stock per share	$ 10
Minimum threshold written notice period for redemption of public warrants	30 years
Exercise Price 10.00 [Member] | Minimum [Member]
Warrants [Line Items]
Reference Value per share	$ 10
Exercise Price 10.00 [Member] | Maximum [Member]
Warrants [Line Items]
Reference Value per share	$ 18
Public Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares) | shares	8,625,000	8,625,000
Market value percentage	180%
Redemption trigger price per shares	$ 10
Warrant exercise price	$ 18
Private Placement Warrants [Member]
Warrants [Line Items]
Warrants outstanding (in Shares) | shares	6,000,000	6,000,000
Class A Common Stock [Member]
Warrants [Line Items]
Common stock per share	$ 0.0001	$ 0.0001
Price per share	$ 12
Warrants exercisable (in Shares) | shares	0.361
Class A Common Stock [Member] | Warrants [Member]
Warrants [Line Items]
Warrant exercise price	$ 10
Class A Common Stock [Member] | Warrants [Member]
Warrants [Line Items]
Market value percentage	100%
Class A Common Stock [Member] | Exercise price 18.00 [Member]
Warrants [Line Items]
Common stock per share	$ 18
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants (in Days) | Days	30
Price per share	$ 18
Initial Business Combination [Member] | Class A Common Stock [Member]
Warrants [Line Items]
Share price	9.2
Initial Business Combination [Member] | Market Value [Member]
Warrants [Line Items]
Share price	$ 9.2

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair Value Measurements [Abstract]
Derivative warrant liabilities	$ (2,047,500)	$ 1,170,000	$ (145,210)	$ (8,775,000)

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Quoted Prices in Active Markets (Level 1) [Member] | Money Market Funds [Member]
Assets:
Investments held in Trust Account - Money market funds	$ 16,073,631	$ 16,674,956
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	431,250	517,500
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Observable Inputs (Level 2) [Member] | Money Market Funds [Member]
Assets:
Investments held in Trust Account - Money market funds
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities	300,000	358,960
Significant Other Unobservable Inputs (Level 3) [Member] | Money Market Funds [Member]
Assets:
Investments held in Trust Account - Money market funds
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities