Pivotal Investment Corp III (PICC) 10-Q 14 Aug 23 2023 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 09, 2023
Document Information Line Items
Entity Registrant Name	PIVOTAL INVESTMENT CORPORATION III
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Entity Central Index Key	0001835800
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
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	001-40019
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-3415215
Entity Address, Address Line One	The Chrysler Building
Entity Address, Address Line Two	405 Lexington Avenue
Entity Address, Address Line Three	44th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10174
City Area Code	(212)
Local Phone Number	818-8800
Entity Interactive Data Current	Yes
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fifth of one redeemable warrant
Document Information Line Items
Trading Symbol	PICCU
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fifth of one redeemable warrant
Security Exchange Name	NONE
Class A Common Stock, $0.0001 par value
Document Information Line Items
Trading Symbol	PICC
Title of 12(b) Security	Class A Common Stock, $0.0001 par value
Security Exchange Name	NONE
Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share
Document Information Line Items
Trading Symbol	PICCW
Title of 12(b) Security	Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share
Security Exchange Name	NONE
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		8,562,043
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		360,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 29,096	$ 355,251
Prepaid expenses	42,500	12,044
Total Current Assets	71,596	367,295
Marketable securities held in Trust Account	20,860,204	278,664,377
TOTAL ASSETS	20,931,800	279,031,672
Current liabilities
Accounts payable and accrued expenses	2,178,730	2,145,385
Income taxes payable	72,385	1,778
Redemption payable		258,248,749
Total Current Liabilities	2,251,115	260,395,912
Warrant liabilities	127,900	639,500
Deferred underwriting fee payable	9,660,000	9,660,000
TOTAL LIABILITIES	12,039,015	270,695,412
Commitments and Contingencies (Note 7)
Class A common stock subject to possible redemption 2,022,043 shares outstanding at redemption value of $10.20 and $10.07 as of June 30, 2023 and December 31, 2022, respectively	20,634,405	20,363,831
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding
Additional paid-in capital
Accumulated deficit	(11,742,310)	(12,028,261)
Total Stockholders’ Deficit	(11,741,620)	(12,027,571)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	20,931,800	279,031,672
Class A Common Stock
Stockholders’ Deficit
Common stock value	654	654
Class B Common Stock
Stockholders’ Deficit
Common stock value	$ 36	$ 36

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parentheticals) - $ / shares	Jun. 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, shares outstanding	2,022,043	2,022,043
Common stock subject to possible redemption, shares price (in Dollars per share)	$ 10.2	$ 10.07
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	6,540,000	6,540,000
Common stock, shares outstanding	6,540,000	6,540,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	360,000	360,000
Common stock, shares outstanding	360,000	360,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Formation and operating costs	$ 131,938	$ 182,916	$ 327,289	$ 1,039,459
Loss from operations	(131,938)	(182,916)	(327,289)	(1,039,459)
Other income:
Change in fair value of warrant liabilities	511,600	4,476,500	511,600	10,743,600
Interest earned on marketable securities held in Trust Account	245,784	318,092	444,575	353,925
Unrealized gain on marketable securities held in Trust Account		8,968		10,831
Total other income	757,384	4,803,560	956,175	11,108,356
Income before provision for income taxes	625,446	4,620,644	628,886	10,068,897
Provision for income taxes	(38,007)	(5,564)	(72,361)	(5,564)
Net income	$ 587,439	$ 4,615,080	$ 556,525	$ 10,063,333
Class A Common Stock Subject to Redemption
Other income:
Weighted average shares outstanding (in Shares)	2,022,043	27,600,000	2,022,043	27,600,000
Basic net income per share (in Dollars per share)	$ 0.07	$ 0.13	$ 0.06	$ 0.29
Class A Common Stock
Other income:
Weighted average shares outstanding (in Shares)	6,540,000		6,540,000
Basic net income per share (in Dollars per share)	$ 0.07		$ 0.06
Class B Common Stock
Other income:
Weighted average shares outstanding (in Shares)	360,000	6,900,000	360,000	6,900,000
Basic net income per share (in Dollars per share)	$ 0.07	$ 0.13	$ 0.06	$ 0.29

Condensed Statements of Opera_2

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Common Stock Subject to Redemption
Diluted net income per share	$ 0.07	$ 0.13	$ 0.06	$ 0.29
Class A Common Stock
Diluted net income per share	0.07		0.06
Class B Common Stock
Diluted net income per share	$ 0.07	$ 0.13	$ 0.06	$ 0.29

Condensed Statements of Changes

Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 690		$ (22,492,424)	$ (22,491,734)
Balance (in Shares) at Dec. 31, 2021		6,900,000
Net income (loss)				5,448,253	5,448,253
Balance at Mar. 31, 2022		$ 690		(17,044,171)	(17,043,481)
Balance (in Shares) at Mar. 31, 2022		6,900,000
Balance at Dec. 31, 2021		$ 690		(22,492,424)	(22,491,734)
Balance (in Shares) at Dec. 31, 2021		6,900,000
Net income (loss)					10,063,333
Balance at Jun. 30, 2022		$ 690		(12,513,477)	(12,512,787)
Balance (in Shares) at Jun. 30, 2022		6,900,000
Balance at Mar. 31, 2022		$ 690		(17,044,171)	(17,043,481)
Balance (in Shares) at Mar. 31, 2022		6,900,000
Remeasurement adjustment on redeemable common stock				(84,386)	(84,386)
Net income (loss)				4,615,080	4,615,080
Balance at Jun. 30, 2022		$ 690		(12,513,477)	(12,512,787)
Balance (in Shares) at Jun. 30, 2022		6,900,000
Balance at Dec. 31, 2022	$ 654	$ 36		(12,028,261)	(12,027,571)
Balance (in Shares) at Dec. 31, 2022	6,540,000	360,000
Remeasurement adjustment on redeemable common stock				(129,238)	(129,238)
Net income (loss)				(30,914)	(30,914)
Balance at Mar. 31, 2023	$ 654	$ 36		(12,188,413)	(12,187,723)
Balance (in Shares) at Mar. 31, 2023	6,540,000	360,000
Balance at Dec. 31, 2022	$ 654	$ 36		(12,028,261)	(12,027,571)
Balance (in Shares) at Dec. 31, 2022	6,540,000	360,000
Net income (loss)					556,525
Balance at Jun. 30, 2023	$ 654	$ 36		(11,742,310)	(11,741,620)
Balance (in Shares) at Jun. 30, 2023	6,540,000	360,000
Balance at Mar. 31, 2023	$ 654	$ 36		(12,188,413)	(12,187,723)
Balance (in Shares) at Mar. 31, 2023	6,540,000	360,000
Remeasurement adjustment on redeemable common stock				(141,336)	(141,336)
Net income (loss)				587,439	587,439
Balance at Jun. 30, 2023	$ 654	$ 36		$ (11,742,310)	$ (11,741,620)
Balance (in Shares) at Jun. 30, 2023	6,540,000	360,000

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net income	$ 556,525	$ 10,063,333
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities	(511,600)	(10,743,600)
Interest earned on marketable securities held in Trust Account	(444,575)	(353,925)
Unrealized gain on marketable securities held in Trust Account		(10,831)
Changes in operating assets and liabilities:
Prepaid expenses	(30,456)	56,428
Accounts payable and accrued expenses	33,344	644,410
Income taxes payable	70,607	5,564
Net cash used in operating activities	(326,155)	(338,621)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account in connection with redemption	258,248,749
Net cash provided by Investing Activities:	258,248,749
Cash Flows from Financing Activities:
Redemption of common stock	(258,248,749)
Net cash used in Financing Activities:	(258,248,749)
Net Change in Cash	(326,155)	(338,621)
Cash – Beginning	355,251	563,923
Cash – Ending	29,096	225,302
Non-cash investing and financing activities:
Remeasurement adjustment on redeemable common stock	$ 270,574	$ 84,386

Description of Organization, Go

Description of Organization, Going Concern And Business Operations	6 Months Ended
	Jun. 30, 2023
Description of Organization, Going Concern And Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION, GOING CONCERN AND BUSINESS OPERATIONS	NOTE 1. DESCRIPTION OF ORGANIZATION, GOING CONCERN AND BUSINESS OPERATIONS Pivotal Investment Corporation III (the “Company”) was incorporated in Delaware on October 6, 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 or entities (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an 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 June 30, 2023, the Company had not commenced any operations. All activity for the period from October 6, 2020 (inception) through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial Public Offering, and seeking to identify 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 on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering and simultaneous private placement described below. The registration statement for the Company’s Initial Public Offering was declared effective on February 8, 2021. On February 11, 2021, the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of the over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,270,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Pivotal Investment Holdings III LLC, a Delaware limited liability company and entity affiliated with certain of the Company’s officers (the “Sponsor”), generating gross proceeds of $7,270,000, which is described in Note 4. Transaction costs amounted to $15,695,537, consisting of $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees and $515,537 of other offering costs. Following the closing of the Initial Public Offering on February 11, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and held as cash items or invested in U.S. government securities, within the meaning set forth in Section 2(a)(16)of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, were intended to be applied generally toward completing a Business Combination. The Company was required to provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company was to seek stockholder approval of a Business Combination or conduct a tender offer was to be made by the Company, solely in its discretion. The public stockholders were entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There was to be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company was to proceed with a Business Combination only if the Company had net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination and, if the Company sought stockholder approval, a majority of the shares voted were voted in favor of the Business Combination. If a stockholder vote was not required by law and the Company did not decide to hold a stockholder vote for business or other legal reasons, the Company was, pursuant to its Amended and Restated Certificate of Incorporation (the “Charter”), to conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction was required by law, or the Company decided to obtain stockholder approval for business or legal reasons, the Company was to offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company sought stockholder approval in connection with a Business Combination, the holders of Founder Shares (as defined below in Note 5) had agreed to vote their Founder Shares (as defined below in Note 5) in favor of approving a Business Combination. Additionally, each public stockholder was entitled to elect to redeem their Public Shares, without voting, and if they vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company sought stockholder approval of a Business Combination and did not conduct redemptions pursuant to the tender offer rules, the Charter provided 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”)), was restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The holders of Founder Shares (as defined below in Note 5) agreed (a) to waive their conversion rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Charter (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provided the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. On December 30, 2022, a proposal to amend the Company’s Charter to extend the date by which the Company has to consummate a Business Combination from February 11, 2023 to August 11, 2023 was voted upon. In connection with the Meeting, the Sponsor entered into Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 409,051 shares of common stock to such parties in exchange for them agreeing not to redeem their public shares at the Meeting. As a result of the foregoing, effective December 30, 2022, public holders of an aggregate of 25,577,957 public shares exercised their right to redeem their public shares (leaving an aggregate of 2,022,043 public shares outstanding after the Meeting) resulting in payment to such holders of an aggregate of $258,248,749 in cash and payable as of December 31, 2022. The redemptions were paid on January 6, 2023. As of June 30, 2023 and December 31, 2022, the Company has $0 and $258,248,749 outstanding balance under redemption payable. The Company performed a valuation of the shares of common stock the Sponsor agreed to transfer to the non-redeeming third parties and determined the shares had a value of $163,620, or $0.40 per share. If the Company is unable to complete a Business Combination by August 11, 2023, the Charter provides that theCompany will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The holders of Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have waived their rights to the deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheets. The balance sheets do not include any adjustments that might result from the outcome of this uncertainty. The Company is exposed to volatility in the banking market. At various times, we could have deposits with certain U.S. banks in excess of the maximum amounts insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”). On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company did not hold any deposits with Silicon Valley Bank as of June 30, 2023 and December 31, 2022. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from 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. The Treasury issued interim guidance that redemptions in connection with a SPAC liquidation would not be subject to the excise tax under certain circumstances. In addition, redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the 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. Notwithstanding the foregoing, the Company has agreed that the per share price payable to stockholders exercising their redemption rights, whether in connection with the vote on an extension or an initial Business Combination, will not be reduced by payments required to be made by the Company under the IR Act. Going Concern At June 30, 2023, the Company had $29,096 in its operating bank accounts, $20,860,204 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $1,953,720. As of June 30, 2023, approximately $640,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 11, 2023 under the Charter to consummate a Business Combination. If a Business Combination is not consummated by this date, there is to be a mandatory liquidation and subsequent dissolution of the Company under the Charter. Management has determined that the liquidity condition, working capital deficit and potential for a mandatory liquidation 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 August 11, 2023.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on March 30, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods. 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting and other expenses 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 warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to $15,168,938 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $526,599 were expensed as of the date of the Initial Public Offering. 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Components of Equity Upon the Initial Public Offering, the Company issued Class A common stock and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $20,604,690 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $22,438,938 to the Class A common stock. On December 30, 2022, public holders of an aggregate of 25,577,957 public shares exercised their right to redeem their public shares. Following the shareholder redemption vote, the value of the 25,577,957 shares is reflected as a redemption payable. The remaining 2,022,043 of shares not redeemed are reflected in temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Warrant Liabilities The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) as warrant liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Company accounts for Warrants for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rates from continuing operations were 6.09% and 0.12% for the three months ended June 30, 2023 and 2022, respectively, and 11.51% and 0.06% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value of warrant liabilities, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stocks outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustment associated with the redeemable shares of Class A common stocks is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,790,000 shares in the calculation of diluted net income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 Class A Class A Class B Class A Class A Class B Redeemable Non-Redeemable Redeemable Redeemable Non-Redeemable Redeemable Basic and diluted net income per common stocks Numerator: Allocation of net income, as adjusted $ 133,134 $ 430,602 $ 23,703 $ 126,128 $ 407,942 $ 22,456 Denominator: Basic and diluted weighted average common stocks outstanding 2,022,043 6,540,000 360,000 2,022,043 6,540,000 360,000 Basic and diluted net income per common stocks $ 0.07 $ 0.07 $ 0.07 $ 0.06 $ 0.06 $ 0.06 For the Three Months Ended For the Six Months Ended Class A Class B Class A Class B Basic and diluted net income per common stocks Numerator: Allocation of net income, as adjusted $ 3,692,064 $ 923,016 $ 8,050,666 $ 2,012,667 Denominator: Basic and diluted weighted average common stocks outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net income per common stocks $ 0.13 $ 0.13 $ 0.29 $ 0.29 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 8). Recently Issued Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	6 Months Ended
	Jun. 30, 2023
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth of one redeemable warrant (“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 8).

Private Placement

Private Placement	6 Months Ended
	Jun. 30, 2023
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,270,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $7,270,000 in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private Placement Warrants were 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 proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. As a result of the difference between the purchase price of the Private Placement Warrants of $1.00 and the fair value of $1.61, the Company recorded a change of $290,800 and $4,968,000 which is recorded in the change in fair value of warrant liability for the period ended June 30, 2023 and December 31, 2022, respectively.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On October 6, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). Our Sponsor subsequently transferred certain shares to our officers and directors and other third parties in each case at the same per-share purchase price paid by our initial stockholders. On February 8, 2021, the Company effected a stock dividend of 0.2 shares of Class B common stock for each outstanding share of Class B common stock resulting in there being an aggregate of 6,900,000 Founder Shares outstanding. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 6. The Founder Shares included an aggregate of up to 900,000 shares subject to forfeiture by the holders to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The holders of Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last 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 a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Advances On December 30, 2021, the Company reimbursed MGG Investment Group LP, an affiliate of the Sponsor, $160,491 for payment of expenses in 2021 on behalf of the Company. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Non-Redemption Agreements In December 2022, the Company entered into Non-Redemption Agreements with various stockholders pursuant to which these stockholders have committed not to redeem their Public Shares. In consideration of these agreements, the Sponsor has agreed to transfer a portion of its Founder shares to the Non-Redeeming Stockholders at the closing of the Business Combination. The Company estimated the aggregate fair value of the 409,051 Founders Shares attributable to the Non-Redeeming Stockholders to be $163,620 or $0.40 per share. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in the Founder Shares. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. The Company accounted for the transfer of a portion of the Sponsor’s Founders Shares to non-redeeming stockholders as a capital contribution by the Sponsor with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred. The fair value of the Founders Shares was based on the following significant inputs: December 30, Risk-free interest rate 4.49 % Remaining life of SPAC 1.75 Underlying stock price $ 10.12 Probability of transaction 4.60 %

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 8, 2021, the holders of the Founder Shares (and any shares of Class A common stock issued or issuable upon conversion of the Founder Shares), Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working capital loans have registration rights to require the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The underwriters from the Initial Public Offering are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Deficit

Stockholders' Deficit	6 Months Ended
	Jun. 30, 2023
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock At June 30, 2023 and December 31, 2022, there were 8,562,043 shares of Class A common stock issued and outstanding, 2,022,043 of which are presented as temporary equity. On December 30, 2022, public holders of an aggregate of 25,577,957 public shares exercised their right to redeem their public shares. The remaining 2,022,043 shares not redeemed are reflected in temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control. Class B Common Stock The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, net of conversions, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the initial stockholders or their affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. On February 28, 2023, the Company received a written notice (the “Notice”) from the staff of NYSE Regulation (the “Staff”) of the New York Stock Exchange (“NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s Class A Common Stock and units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant (the “Units”), each warrant exercisable for one share of Class A Common Stock of the Company (the “Warrants”), from the NYSE pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Company had fallen below the NYSE’s continued listing standard requiring a listed acquisition company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000. On July 21, 2023, the NYSE Office of General Counsel notified the Company that the Committee had determined to affirm the Staff’s decision to delist the Company’s Class A Common Stock and Units from the NYSE. Accordingly, the Class A Common Stock and units may be quoted and traded in the over-the-counter (“OTC”) market under the ticker symbols “PICC” and “PICCU,” respectively.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2023
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2023 and December 31, 2022, assets held in the Trust Account were $20,860,204 and $278,664,377, respectively, which is invested primarily in U.S. Treasury Securities. Through June 30, 2023 and December 31, 2022, the Company withdrew an amount of $0 and $1,112,748 from the interest earned on the Trust Account to pay franchise and income taxes, respectively. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level December 31, June 30, Assets: Marketable securities held in Trust Account 1 $ 278,664,377 $ 20,860,204 Liabilities: Warrant Liability – Private Placement Warrants 2 363,500 72,700 Warrant Liability – Public Warrants 1 276,000 55,200 Warrant Liabilities The Warrants were accounted for as liabilities in accordance with ASC815-40and are presented within warrant liabilities on our accompanying June 30, 2023 and December 31, 2022 balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Public Warrants and the Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units on February 11, 2021, the close price of the public warrant price will be used as the fair value as of each relevant date. At December 31, 2021 the Private Warrants transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. At June 30, 2023, the values of the Public Warrants and Private Placement Warrants were $55,200 and $72,700, respectively, based on a fair value of $0.01 per warrant. At December 31, 2022, the values of the Public Warrants and Private Placement Warrants were $276,000 and $363,500, respectively, based on a fair value of $0.05 per warrant. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There are no transfers between the levels for the period ended June 30, 2023 or the year ended December 31, 2022. The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of December 31, 2022 $ 363,500 $ 276,000 $ 639,500 Change in valuation inputs or other assumptions — — — Fair value as of March 31, 2023 $ 363,500 $ 276,000 $ 639,500 Change in valuation inputs or other assumptions (290,800 ) (220,800 ) (511,600 ) Fair value as of June 30, 2023 $ 72,700 $ 55,200 $ 127,900

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than listed below, that would have required adjustment or disclosure in the unaudited condensed financial statements. On July 21, 2023, the NYSE Office of General Counsel notified the Company that the Committee had determined to affirm the Staff’s decision to delist the Company’s Class A Common Stock and Units from the NYSE. Accordingly, the Class A Common Stock and units may be quoted and traded in the over-the-counter (“OTC”) market under the ticker symbols “PICC” and “PICCU,” respectively. August 11, 2023, a meeting was held to approve an additional extension. Based on the number of public shares that stockholders were seeking to redeem for cash and other factors that it deemed relevant, the Company’s management determined that the Extension was no longer in the best interests of the Company and its stockholders. Accordingly, on August 11, 2023, the Company reconvened the Meeting and then closed the Meeting without considering any business. As a result, the Company expects to redeem 100% of its outstanding public shares in accordance with the terms of its current amended and restated certificate of incorporation.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2023
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on March 30, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future periods.
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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Offering Costs	Offering Costs Offering costs consisted of legal, accounting and other expenses 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 warrant liabilities were expensed as incurred in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounting to $15,168,938 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $526,599 were expensed as of the date of the Initial Public Offering.
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Components of Equity	Components of Equity Upon the Initial Public Offering, the Company issued Class A common stock and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $20,604,690 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $22,438,938 to the Class A common stock. On December 30, 2022, public holders of an aggregate of 25,577,957 public shares exercised their right to redeem their public shares. Following the shareholder redemption vote, the value of the 25,577,957 shares is reflected as a redemption payable. The remaining 2,022,043 of shares not redeemed are reflected in temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control.
Warrant Liabilities	Warrant Liabilities The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) as warrant liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Company accounts for Warrants for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rates from continuing operations were 6.09% and 0.12% for the three months ended June 30, 2023 and 2022, respectively, and 11.51% and 0.06% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value of warrant liabilities, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 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 has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income Per Common Share	Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stocks outstanding for the period. The Company applies the two-class method in calculating earnings per share. Remeasurement adjustment associated with the redeemable shares of Class A common stocks is excluded from earnings per share as the redemption value approximates fair value. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 12,790,000 shares in the calculation of diluted net income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 Class A Class A Class B Class A Class A Class B Redeemable Non-Redeemable Redeemable Redeemable Non-Redeemable Redeemable Basic and diluted net income per common stocks Numerator: Allocation of net income, as adjusted $ 133,134 $ 430,602 $ 23,703 $ 126,128 $ 407,942 $ 22,456 Denominator: Basic and diluted weighted average common stocks outstanding 2,022,043 6,540,000 360,000 2,022,043 6,540,000 360,000 Basic and diluted net income per common stocks $ 0.07 $ 0.07 $ 0.07 $ 0.06 $ 0.06 $ 0.06 For the Three Months Ended For the Six Months Ended Class A Class B Class A Class B Basic and diluted net income per common stocks Numerator: Allocation of net income, as adjusted $ 3,692,064 $ 923,016 $ 8,050,666 $ 2,012,667 Denominator: Basic and diluted weighted average common stocks outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net income per common stocks $ 0.13 $ 0.13 $ 0.29 $ 0.29
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company had not experienced losses on this account.
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 8).
Recently Issued Accounting Standards	Recently Issued Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Earnings Per Share Basic and Diluted	The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Three Months Ended June 30, 2023 For the Six Months Ended June 30, 2023 Class A Class A Class B Class A Class A Class B Redeemable Non-Redeemable Redeemable Redeemable Non-Redeemable Redeemable Basic and diluted net income per common stocks Numerator: Allocation of net income, as adjusted $ 133,134 $ 430,602 $ 23,703 $ 126,128 $ 407,942 $ 22,456 Denominator: Basic and diluted weighted average common stocks outstanding 2,022,043 6,540,000 360,000 2,022,043 6,540,000 360,000 Basic and diluted net income per common stocks $ 0.07 $ 0.07 $ 0.07 $ 0.06 $ 0.06 $ 0.06 For the Three Months Ended For the Six Months Ended Class A Class B Class A Class B Basic and diluted net income per common stocks Numerator: Allocation of net income, as adjusted $ 3,692,064 $ 923,016 $ 8,050,666 $ 2,012,667 Denominator: Basic and diluted weighted average common stocks outstanding 27,600,000 6,900,000 27,600,000 6,900,000 Basic and diluted net income per common stocks $ 0.13 $ 0.13 $ 0.29 $ 0.29

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Schedule of Fair Value of the Founders Shares	The fair value of the Founders Shares was based on the following significant inputs: December 30, Risk-free interest rate 4.49 % Remaining life of SPAC 1.75 Underlying stock price $ 10.12 Probability of transaction 4.60 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2023
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level December 31, June 30, Assets: Marketable securities held in Trust Account 1 $ 278,664,377 $ 20,860,204 Liabilities: Warrant Liability – Private Placement Warrants 2 363,500 72,700 Warrant Liability – Public Warrants 1 276,000 55,200
Schedule of Changes in the Fair Value of Warrant Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Public Warrant Fair value as of December 31, 2022 $ 363,500 $ 276,000 $ 639,500 Change in valuation inputs or other assumptions — — — Fair value as of March 31, 2023 $ 363,500 $ 276,000 $ 639,500 Change in valuation inputs or other assumptions (290,800 ) (220,800 ) (511,600 ) Fair value as of June 30, 2023 $ 72,700 $ 55,200 $ 127,900

Description of Organization, _2

Description of Organization, Going Concern And Business Operations (Details) - USD ($)				6 Months Ended	12 Months Ended
	Dec. 30, 2022	Aug. 16, 2022	Feb. 11, 2021	Jun. 30, 2023	Dec. 31, 2022
Description of Organization, Going Concern And Business Operations (Details) [Line Items]
Exceeds per share (in Dollars per share)				$ 10
Net proceeds			$ 276,000,000
Transaction costs				$ 15,695,537
Underwriting fees				5,520,000
Deferred underwriting fees				9,660,000
Other offering costs				$ 515,537
Anticipated public per share (in Dollars per share)				$ 10
Net tangible assets				$ 5,000,001
Aggregate of public shares percentage				100%
Aggregate public shares (in Shares)	2,022,043
Cash					$ 258,248,749
Outstanding balance under redemption payable				$ 0	$ 258,248,749
Aggregate shares of common stock (in Shares)				163,620
Per share (in Dollars per share)				$ 0.4
Dissolution expenses				$ 100,000
Excise tax rate		1%
Operating bank accounts				29,096
Securities held in the trust account				20,860,204
Stockholders extension vote				1,953,720
Deposit in the trust account				$ 640,000
Initial Public Offering [Member]
Description of Organization, Going Concern And Business Operations (Details) [Line Items]
Net proceeds			$ 276,000,000
Price per share (in Dollars per share)			$ 10
Aggregate of public shares percentage				20%
Private Placement Warrants [Member]
Description of Organization, Going Concern And Business Operations (Details) [Line Items]
Net proceeds				$ 7,270,000
Sale of warrants (in Shares)				7,270,000
Price per share (in Dollars per share)				$ 1
Sponsor [Member]
Description of Organization, Going Concern And Business Operations (Details) [Line Items]
Exceeds per share (in Dollars per share)				10
Warrant [Member]
Description of Organization, Going Concern And Business Operations (Details) [Line Items]
Price per share (in Dollars per share)				1
Common Stock [Member]
Description of Organization, Going Concern And Business Operations (Details) [Line Items]
Shares of common stock (in Shares)	409,051
Aggregate public shares (in Shares)	25,577,957
Trust Account [Member]
Description of Organization, Going Concern And Business Operations (Details) [Line Items]
Exceeds per share (in Dollars per share)				10
Class A Common Stock [Member] | Initial Public Offering [Member]
Description of Organization, Going Concern And Business Operations (Details) [Line Items]
Shares issued (in Shares)			27,600,000
Exceeds per share (in Dollars per share)			$ 10
Class A Common Stock [Member] | Over-Allotment Option [Member]
Description of Organization, Going Concern And Business Operations (Details) [Line Items]
Shares issued (in Shares)			3,600,000
Exceeds per share (in Dollars per share)				$ 10
U.S. federal [Member]
Description of Organization, Going Concern And Business Operations (Details) [Line Items]
Excise tax rate		1%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)		3 Months Ended		6 Months Ended
	Dec. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate public shares (in Shares)	25,577,957
Redemption payable shares (in Shares)	25,577,957
Effective Income Tax Rate Reconciliation, Tax Credit, Percent		6.09%	0.12%	11.51%	0.06%
Statutory tax rate				21%	21%
FDIC insured amount (in Dollars)		$ 250,000		$ 250,000
IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs (in Dollars)		15,168,938		15,168,938
Initial public offering (in Dollars)				526,599
Initial fair value measurement of warrants (in Dollars)		$ 20,604,690		$ 20,604,690
Warrant [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Aggregate purchase (in Shares)				12,790,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Temporary equity shares issued (in Shares)	2,022,043
Class A Common Stock [Member] | IPO [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Underwriting expense (in Dollars)				$ 22,438,938

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted [Line Items]
Allocation of net income, as adjusted	$ 133,134		$ 126,128
Basic and diluted weighted average common stocks outstanding	2,022,043		2,022,043
Basic and diluted net income per common stocks	$ 0.07		$ 0.06
Class A Non-Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted [Line Items]
Allocation of net income, as adjusted	$ 430,602		$ 407,942
Basic and diluted weighted average common stocks outstanding	6,540,000		6,540,000
Basic and diluted net income per common stocks	$ 0.07		$ 0.06
Class B Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted [Line Items]
Allocation of net income, as adjusted	$ 23,703		$ 22,456
Basic and diluted weighted average common stocks outstanding	360,000		360,000
Basic and diluted net income per common stocks	$ 0.07		$ 0.06
Class A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted [Line Items]
Allocation of net income, as adjusted		$ 3,692,064		$ 8,050,666
Basic and diluted weighted average common stocks outstanding		27,600,000		27,600,000
Basic and diluted net income per common stocks		$ 0.13		$ 0.29
Class B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted [Line Items]
Allocation of net income, as adjusted		$ 923,016		$ 2,012,667
Basic and diluted weighted average common stocks outstanding		6,900,000		6,900,000
Basic and diluted net income per common stocks	$ 0.07	$ 0.13	$ 0.06	$ 0.29

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Class A Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted (Parentheticals) [Line Items]
Diluted weighted average common stocks outstanding	2,022,043		2,022,043
Diluted net income per common stocks	$ 0.07		$ 0.06
Class A Non-Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted (Parentheticals) [Line Items]
Diluted weighted average common stocks outstanding	6,540,000		6,540,000
Diluted net income per common stocks	$ 0.07		$ 0.06
Class B Redeemable [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted (Parentheticals) [Line Items]
Diluted weighted average common stocks outstanding	360,000		360,000
Diluted net income per common stocks	$ 0.07		$ 0.06
Class A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted (Parentheticals) [Line Items]
Diluted weighted average common stocks outstanding		27,600,000		27,600,000
Diluted net income per common stocks		$ 0.13		$ 0.29
Class B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Share Basic and Diluted (Parentheticals) [Line Items]
Diluted weighted average common stocks outstanding		6,900,000		6,900,000
Diluted net income per common stocks	$ 0.07	$ 0.13	$ 0.06	$ 0.29

Initial Public Offering (Detail

Initial Public Offering (Details) - Class A Common Stock [Member] - $ / shares	6 Months Ended
	Jun. 30, 2023	Feb. 11, 2021
IPO [Member]
Initial Public Offering (Details) [Line Items]
Sold shares	27,600,000
Purchase price		$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sold shares	3,600,000
Purchase price	$ 10
Public Warrants [Member]
Initial Public Offering (Details) [Line Items]
Warrant price	$ 11.5

Private Placement (Details)

Private Placement (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Private Placement (Details) [Line Items]
Aggregate purchase price (in Dollars)			$ 7,270,000
Exercise price	$ 0.01		$ 0.01		$ 0.05
Fair value of warrants liability (in Dollars)	$ (511,600)	$ (4,476,500)	$ (511,600)	$ (10,743,600)
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate shares (in Shares)			7,270,000
Price per share	$ 1		$ 1
Exercise price	1.61		$ 1.61		$ 4,968,000
Fair value of warrants liability (in Dollars)			$ 290,800
Class A Common Stock [Member] | Public Warrants [Member]
Private Placement (Details) [Line Items]
Exercise price	11.5		$ 11.5
Sponsor [Member] | Private Placement [Member]
Private Placement (Details) [Line Items]
Price per share	$ 1		$ 1

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)			6 Months Ended	12 Months Ended
	Feb. 08, 2021	Oct. 06, 2020	Jun. 30, 2023	Dec. 31, 2022	Dec. 30, 2021
Related Party Transactions (Details) [Line Items]
Payment of expenses					$ 160,491
Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Subject to forfeiture, shares	900,000
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Common stock shares outstanding			8,562,043	8,562,043
Working Capital Loan [Member]
Related Party Transactions (Details) [Line Items]
Working capital loans			$ 1,500,000
Price per warrant			$ 1
Non-Redemption Agreements [Member]
Related Party Transactions (Details) [Line Items]
Founder shares				409,051
Stockholders				$ 163,620
Per share				$ 0.4
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Offering and formation costs		$ 25,000
Exchange for issuance, shares		5,750,000
Sponsor [Member] | Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Stock dividend	0.2
Common stock shares outstanding	6,900,000
Common stock issued and outstanding percentage	20%
Sponsor [Member] | Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Exceeds per share			$ 12

Related Party Transactions (D_2

Related Party Transactions (Details) - Schedule of Fair Value of the Founders Shares	12 Months Ended
	Dec. 30, 2022 USD ($)
Schedule of fair value of the founders shares [Abstract]
Risk-free interest rate	4.49%
Remaining life of SPAC	1 year 9 months
Underlying stock price (in Dollars)	$ 10.12
Probability of transaction	4.60%

Commitments and Contingencies (

Commitments and Contingencies (Details)	Jun. 30, 2023 USD ($) $ / shares
Commitments and Contingencies Disclosure [Abstract]
Deferred fee per unit | $ / shares	$ 0.35
Deferred fee amount | $	$ 9,660,000

Stockholders' Deficit (Details)

Stockholders' Deficit (Details)			6 Months Ended	12 Months Ended
	Feb. 28, 2023 USD ($)	Dec. 30, 2022 shares	Jun. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Stockholders' Deficit (Details) [Line Items]
Preferred stock shares authorized			1,000,000	1,000,000
Preferred stock par or stated value per share (in Dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Preferred stock shares issued
Preferred stock shares outstanding
Description of voting rights			Holders of the Company’s common stock are entitled to one vote for each share
Converted basis percentage			20%
Trading day	30
Least amount (in Dollars) | $	$ 40,000,000
Class A Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock shares authorized			125,000,000	125,000,000
Common stock par or stated value per share (in Dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Common stock, shares issued			8,562,043	8,562,043
Common stock, shares outstanding			8,562,043	8,562,043
Common stock subject to possible redemption, shares outstanding		2,022,043	2,022,043	2,022,043
Aggregate public shares		25,577,957
Class A Common Stock [Member] | Sponsor [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock subject to possible redemption, shares outstanding			2,022,043
Sponsor voluntarily converted shares		6,540,000
Class B Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common stock shares authorized			25,000,000	25,000,000
Common stock par or stated value per share (in Dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Aggregate of shares			360,000	360,000
Class B Common Stock [Member] | Sponsor [Member]
Stockholders' Deficit (Details) [Line Items]
Sponsor voluntarily converted shares		6,540,000

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Measurements (Details) [Line Items]
Assets held in the trust account	$ 20,860,204	$ 278,664,377
Trust account to pay franchise and income taxes	$ 0	$ 1,112,748
Private placement warrants, description	The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations.
Warrant price (in Dollars per share)	$ 0.01	$ 0.05
Public Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Fair value of warrants	$ 55,200	$ 276,000
Private Placement Warrants [Member]
Fair Value Measurements (Details) [Line Items]
Fair value of warrants	$ 72,700	$ 363,500
Warrant price (in Dollars per share)	$ 1.61	$ 4,968,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 20,860,204	$ 278,664,377
Level 1 [Member] | Public Warrants [Member]
Liabilities:
Warrant Liability	55,200	276,000
Level 2 [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant Liability	$ 72,700	$ 363,500

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023
Private Placement [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning	$ 363,500	$ 363,500
Change in valuation inputs or other assumptions	(290,800)
Fair value as of ending	72,700	363,500
Public [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning	276,000	276,000
Change in valuation inputs or other assumptions	(220,800)
Fair value as of ending	55,200	276,000
Warrant Liabilities [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value as of beginning	639,500	639,500
Change in valuation inputs or other assumptions	(511,600)
Fair value as of ending	$ 127,900	$ 639,500

Subsequent Events (Details)

Subsequent Events (Details)	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Redeem outstanding percentage	100%