XBP Europe (XBP) 10-K 29 Mar 23 2022 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 29, 2023	Jun. 30, 2022
Document Information Line Items
Entity Registrant Name	CF ACQUISITION CORP. VIII
Trading Symbol	CFFE
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Public Float			$ 223,633,938
Amendment Flag	false
Entity Central Index Key	0001839530
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-40206
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2002883
Entity Address, Address Line One	110 East 59th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	938-5000
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Auditor Name	WithumSmith+Brown, PC
Auditor Location	New York
Auditor Firm ID	100
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		6,976,589
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		1,250,000

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)		Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash		$ 41,154	$ 25,000
Prepaid expenses		210,241	195,463
Total Current Assets		251,395	220,463
Cash equivalents held in Trust Account		31,445,874	250,017,673
Other assets			570,844
Total Assets		31,697,269	250,808,980
Current Liabilities:
Accrued expenses		1,189,676	1,349,132
Payables to related party			570,844
Sponsor loan – promissory notes		8,200,162	734,425
Franchise tax payable		70,065	200,000
Total Current Liabilities		9,459,903	2,854,401
Warrant liability		178,780	5,300,188
FPS liability		2,504,214	2,006,525
Total Liabilities		12,142,897	10,161,114
Commitments and Contingencies
Class A common stock subject to possible redemption, 2,960,098 and 25,000,000 shares issued and outstanding at redemption value of $10.53 and $10.00 per share as of December 31, 2022 and 2021, respectively		31,169,832	250,000,000
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of both December 31, 2022 and 2021
Class A common stock, $0.0001 par value; 160,000,000 shares authorized; 540,000 shares issued and outstanding (excluding 2,960,098 and 25,000,000 shares subject to possible redemption) as of December 31, 2022 and 2021, respectively		54	54
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 6,250,000shares issued and outstanding as of both December 31, 2022 and 2021	[1]	625	625
Additional paid-in capital		694,592	146,555
Accumulated deficit		(12,310,731)	(9,499,368)
Total Stockholders’ Deficit		(11,615,460)	(9,352,134)
Total Liabilities, Stockholders’ Deficit and Commitments and Contingencies		$ 31,697,269	$ 250,808,980
[1] On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares		Dec. 31, 2022	Dec. 31, 2021
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
Comon stock subject to possible redemption, shares issued		2,960,098	25,000,000
Comon stock subject to possible redemption, shares outstanding		2,960,098	25,000,000
Comon stock subject to possible redemption, per share (in Dollars per share)		$ 10.53	$ 10
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock, shares authorized		160,000,000	160,000,000
Common stock, shares issued		540,000	540,000
Common stock, shares outstanding		540,000	540,000
Class B Common Stock
Common stock, par value (in Dollars per share)	[1]	$ 0.0001	$ 0.0001
Common stock, shares authorized	[1]	40,000,000	40,000,000
Common stock, shares issued	[1]	6,250,000	6,250,000
Common stock, shares outstanding	[1]	6,250,000	6,250,000
[1] On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
General and administrative costs	$ 2,601,894	$ 2,440,245
Administrative expenses - related party	120,000	95,161
Franchise tax expense	162,534	200,500
Loss from operations	(2,884,428)	(2,735,906)
Interest income on investments held in the Trust Account	1,240,443	17,673
Interest expense on sponsor loans and mandatorily redeemable Class A common stock	(1,054,486)
Other income	579,294
Changes in fair value of warrant liability	5,121,408	3,016,913
Changes in fair value of FPS liability	(497,689)	(2,006,525)
Net income (loss) before provision for income taxes	2,504,542	(1,707,845)
Provision for income taxes	111,023
Net income (loss)	$ 2,393,519	$ (1,707,845)
Class A - Public shares
Weighted average number of shares of common stock outstanding:
Weighted average number of shares of common stock outstanding (in Shares)	17,420,341	19,931,507
Basic and diluted net income (loss) per share:
Basic net income (loss) per share of common stock (in Dollars per share)	$ 0.1	$ (0.06)
Class A - Private placement
Weighted average number of shares of common stock outstanding:
Weighted average number of shares of common stock outstanding (in Shares)	540,000	430,521
Basic and diluted net income (loss) per share:
Basic net income (loss) per share of common stock (in Dollars per share)	$ 0.1	$ (0.06)
Class B - Common stock
Weighted average number of shares of common stock outstanding:
Weighted average number of shares of common stock outstanding (in Shares)	6,250,000	6,097,945	[1]
Basic and diluted net income (loss) per share:
Basic net income (loss) per share of common stock (in Dollars per share)	$ 0.1	$ (0.06)
[1] On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A - Public Shares
Diluted net income (loss) per share of common stock (in Dollars per share)	$ 0.10	$ (0.06)
Class A - Private placement
Diluted net income (loss) per share of common stock (in Dollars per share)	0.10	(0.06)
Class B - Common stock
Diluted net income (loss) per share of common stock (in Dollars per share)	$ 0.10	$ (0.06)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)	Class A Common Stock	Class B Common Stock		Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020		$ 633		$ 24,367	$ (1,421)	$ 23,579
Balance (in Shares) at Dec. 31, 2020		6,325,000	[1]
Sale of Class A common stock to Sponsor in private placement	$ 54			5,224,095		5,224,149
Sale of Class A common stock to Sponsor in private placement (in Shares)	540,000
Forfeiture of Class B common stock by Sponsor at $0.0001 par value		$ (8)		8
Forfeiture of Class B common stock by Sponsor at $0.0001 par value (in Shares)		(75,000)	[2]
Accretion for redeemable shares of Class A common stock to redemption value				(5,248,470)	(7,790,102)	(13,038,572)
Stock-based compensation				146,555		146,555
Net income (loss)					(1,707,845)	(1,707,845)
Balance at Dec. 31, 2021	$ 54	$ 625		146,555	(9,499,368)	(9,352,134)
Balance (in Shares) at Dec. 31, 2021	540,000	6,250,000
Accretion for redeemable shares of Class A common stock to redemption value				(195,966)	(5,204,882)	(5,400,848)
Stock-based compensation				49,411		49,411
Sponsor loans extinguishment				694,592		694,592
Net income (loss)					2,393,519	2,393,519
Balance at Dec. 31, 2022	$ 54	$ 625		$ 694,592	$ (12,310,731)	$ (11,615,460)
Balance (in Shares) at Dec. 31, 2022	540,000	6,250,000
[1] This number includes up to 825,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. This number was retroactively adjusted in 2021 to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split (see Note 6). On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Parentheticals)	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Forfeiture of common stock by sponsor at par value	$ 0.0001

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net income (loss)	$ 2,393,519	$ (1,707,845)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation	49,411	146,555
General and administrative expenses paid by related party	2,040,571	178,877
Interest income on investments held in the Trust Account	(1,240,443)	(17,673)
Interest expense on sponsor loans and mandatorily redeemable Class A common stock	1,054,486
Changes in fair value of warrant liability	(5,121,408)	(3,016,913)
Changes in fair value of FPS liability	497,689	2,006,526
Changes in operating assets and liabilities:
Accrued expenses	(159,456)	1,347,711
Franchise tax payable	(129,935)	200,000
Other assets	615,566	291,918
Payables to related party		570,844
Net cash provided by operating activities
Cash flows from investing activities:
Cash deposited in Trust Account	(5,400,847)	(250,000,000)
Proceeds from Trust Account to pay franchise taxes	292,469
Proceeds from Trust Account to redeem Public Shares	224,920,621
Sale of cash equivalents held in Trust Account	224,056,750
Purchase of cash equivalents held in Trust Account	(225,000,000)
Purchase of available-for-sale debt securities held in Trust Account	(224,056,750)
Maturity of available-for-sale debt securities held in Trust Account	225,000,000
Net cash provided by (used in) investing activities	219,812,243	(250,000,000)
Cash flows from financing activities:
Proceeds from related party – Sponsor loan	7,795,448	734,425
Proceeds received from initial public offering		250,000,000
Redemption payment for Public Shares	(224,920,621)
Proceeds received from private placement		5,400,000
Offering costs paid		(4,897,322)
Payment of related party payable	(2,670,916)	(1,237,103)
Net cash provided by (used in) financing activities	(219,796,089)	250,000,000
Net change in cash	16,154
Cash – beginning of the period	25,000	25,000
Cash – end of the period	41,154	25,000
Supplemental disclosure of non-cash financing activities:
Prepaid expenses paid with payables to related party	$ 59,500	$ 1,058,225

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	12 Months Ended
	Dec. 31, 2022
Description of Organization, Business Operations and Basis of Presentation [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. VIII (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. 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 December 31, 2022, the Company had not commenced operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. During the years ended December 31, 2022 and 2021, the Company generated non-operating income in the form of interest income on investments in money market funds that invest in U.S. government debt securities and classified as cash equivalents from the proceeds derived from the Initial Public Offering, and recognized changes in the fair value of the warrant liability and FPS (as defined below) liability as other income (loss). In addition, during the year ended December 31, 2022, the Company generated non-operating income in the form of interest income from direct investments in U.S. government debt securities. The Company’s sponsor is CFAC Holdings VIII, LLC (the “Sponsor”). The registration statements for the Initial Public Offering became effective on March 11, 2021. On March 16, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 3,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable 30 days after the completion of the Business Combination and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 540,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $5,400,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $4,900,000, consisting of $4,500,000 of underwriting fees and approximately $400,000 of other costs. Following the closing of the Initial Public Offering and sale of the Private Placement Units on March 16, 2021, an amount of $250,000,000 ($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 Units (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only 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 selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On March 16, 2023, the Company instructed Continental Stock Transfer & Trust Company to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental Stock Transfer & Trust Company continuing to act as trustee, until the earlier of the consummation of the initial business combination or liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government debt securities or money market funds that invest in U.S. government debt securities. Merger Agreement with XBP Europe, Inc. - The board of directors of the Company has unanimously approved the Merger and the XBP Europe Business Combination. The closing of the XBP Europe Business Combination will require the approval of the stockholders of the Company and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. Certain existing agreements of the Company, including, but not limited to, the business combination marketing agreement, have been or will be amended or amended and restated in connection with the XBP Europe Business Combination, all as further described in the proxy statement initially filed by the Company with the SEC on February 13, 2023 (as amended from time to time, the “XBP Europe Proxy Statement”). For more information related to the XBP Europe Business Combination, reference should be made to the Form 8-K that was filed by the Company with the SEC on October 11, 2022 and the XBP Europe Proxy Statement. Initial Business Combination - The Company will provide the holders of the Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the 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 provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Forward Purchase Contract Failure to Consummate a Business Combination On March 8, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company has to consummate a Business Combination from March 16, 2022 to September 30, 2022 (the “First Extension”). In connection with the approval of the First Extension, on March 9, 2022, the Sponsor loaned the Company an aggregate amount of $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) (the “First Extension Loan”). The proceeds of the First Extension Loan were deposited in the Trust Account on March 9, 2022. The First Extension Loan does not bear interest and is repayable by the Company to the Sponsor or its designees upon consummation of an initial Business Combination. On September 27, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company has to consummate a Business Combination from September 30, 2022 to March 16, 2023 (the “Second Extension” and, together with the First Extension, the “Extensions”). In connection with the approval of the Second Extension, on September 30, 2022, the Sponsor loaned the Company an aggregate amount of $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) (the “Second Extension Loan”). The proceeds of the Second Extension Loan were deposited in the Trust Account on September 30, 2022. The Second Extension Loan does not bear interest and is repayable by the Company to the Sponsor or its designees upon consummation of an initial Business Combination. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the First Extension Loan and the Second Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. If consummated, the XBP Europe Business Combination would be a Business Combination that is anticipated to close in 2023. If the Merger is not closed during the Combination Period, the Company may seek approval from its stockholders to further extend the Combination Period. The initial stockholders 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. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per share initially held in the Trust Account. 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 vendor 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 below $10.00 per share. 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 underwriters 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 will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, 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, except for the Company’s independent registered public accounting firm. Liquidity and Capital Resources As of December 31, 2022 and 2021, the Company had approximately $41,200 and $25,000, respectively, of cash in its operating account. As of December 31, 2022 and 2021, the Company had a working capital deficit of approximately $9,209,000 and $2,634,000, respectively. As of December 31, 2022 and 2021, approximately $276,000 and $18,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes. The Company’s liquidity needs through December 31, 2022 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, the Sponsor Loan (as defined below), the First Working Capital Loan (as defined below) and the Second Working Capital Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor committed up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Company’s initial Business Combination (the “Sponsor Loan”), which Sponsor Loan has been fully drawn by the Company. If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). On March 9, 2022, the Company borrowed $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) from the Sponsor pursuant to the First Extension Loan, which was deposited in the Trust Account. On June 30, 2022, the Company entered into a Working Capital Loan (the “First Working Capital Loan”) with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor will make to the Company for working capital expenses, which First Working Capital Loan has been fully drawn by the Company. On September 30, 2022, the Company borrowed $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension Loan, which was deposited in the Trust Account. On October 14, 2022, the Company entered into a second Working Capital Loan with the Sponsor in the amount of up to $750,000 (the “Second Working Capital Loan”) in connection with advances the Sponsor will make to the Company for working capital expenses. Each of the First Extension Loan, the First Working Capital Loan, the Second Extension Loan and the Second Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the First Working Capital Loan, the Second Working Capital Loan, the First Extension Loan and the Second Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. As of December 31, 2022 and 2021, the carrying amounts of the loans payable by the Company to the Sponsor were approximately $8,200,000 and $734,000, respectively. As of December 31, 2022 and 2021, the face amounts of these loans were approximately $8,500,000 and $734,000, respectively. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary. All intercompany accounts and transactions are eliminated in consolidation. Going Concern In connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern 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 auditor 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the shares are repurchased. In addition, certain exceptions apply to the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax depending on a number of factors. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023-2, Initial Guidance Regarding the Application of the Excise Tax on Repurchases of Corporate Stock under Section 4501 of the Internal Revenue Code

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated 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 consolidated financial statements is the determination of the fair value of the warrant liability, FPS liability, and sponsor loans liability. 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 had no cash equivalents in its operating account as of both December 31, 2022 and 2021. The Company’s investments held in the Trust Account as of both December 31, 2022 and 2021 were comprised of cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the years ended December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Sponsor Loans The Company accounts for the liability related to the sponsor loans in accordance with the guidance in ASC 470-20, Debt – Debt with Conversion and Other Options Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the consolidated statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of $689,606 in the consolidated statement of operations for the year ended December 31, 2022. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 2,960,098 and 25,000,000 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit. Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Year Ended December 31, 2022 For the Year Ended Class A – Public shares Class A – Private placement shares Class B – Common stock Class A – Public Class A – Private placement shares Class B – Common stock Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 1,722,236 $ 53,386 $ 617,897 $ (1,286,468 ) $ (27,788 ) $ (393,589 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 17,420,341 540,000 6,250,000 19,931,507 430,521 6,097,945 Basic and diluted net income (loss) per share of common stock $ 0.10 $ 0.10 $ 0.10 $ (0.06 ) $ (0.06 ) $ (0.06 ) Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of both December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company’s current taxable income primarily consists of interest income on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are currently not deductible. During the years ended December 31, 2022 and 2021, the Company recorded income tax expense of approximately $111,000 and $0, respectively. The Company’s effective tax rate for the years ended December 31, 2022 and 2021 was 4.4% and 0%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the change in fair value of warrant and FPS liabilities, which is not taxable and not deductible, and start-up costs, which are currently not deductible as they are deferred for tax purposes. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit, including 3,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock due to the underwriter not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares).

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On July 8, 2020, the Sponsor purchased 5,750,000 shares (including any shares of Class A common stock issuable upon conversion thereof, the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On March 8, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the Company. As a result, the Company recognized approximately $29,000 and $147,000 of compensation expense at fair value that was presented in the Company’s statements of operations for the years ended December 31, 2022 and 2021 respectively. On March 11, 2021, the Company effected a 1.1-for-1 stock split. All share and per share amounts have been retroactively adjusted. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock, due to the underwriter not exercising the over-allotment option in full, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares), resulting in an aggregate of 6,250,000 shares of Class B common stock outstanding and held by the Sponsor and two of the independent directors of the Company. The Founder Shares will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions. Further, in connection with the XBP Europe Business Combination, subject to and conditioned upon its closing, the Sponsor agreed to forfeit 733,400 Founder Shares. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange 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. In connection with the XBP Europe Business Combination, subject to and conditioned upon its closing, the Sponsor agreed to amend the lock-up terms applicable to the Founder Shares described above to remove clause (x) above. Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 540,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($5,400,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-fourth of one warrant (each whole warrant, a “Private Placement Warrant”). Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. On March 25, 2022, the Sponsor transferred 2,500 shares of Class A common stock to an independent director of the Company. As a result, the Company recognized approximately $20,000 of compensation expense at fair value that was presented in the Company’s consolidated statement of operations for the year ended December 31, 2022. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Underwriter Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5). Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with any Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to $9,350,000, which is equal to 3.5% of the gross proceeds of the base offering in the Initial Public Offering, and 5.5% of the gross proceeds from the partial exercise of the underwriter’s over-allotment option; provided, however, in connection with the XBP Europe Business Combination, subject to and conditioned upon its closing, CF&Co. agreed to waive the Marketing Fee. In addition, the Company engaged CF&Co. as its exclusive financial advisor for the XBP Europe Business Combination, but CF&Co. has agreed not to receive an advisory fee for such services other than to receive reimbursement of actual expenses incurred and to be indemnified against certain liabilities arising out of its engagement. Related Party Loans The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to the closing of the Initial Public Offering, the amount outstanding under the Pre-IPO Note was approximately $79,000. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor committed, pursuant to the Sponsor Loan, up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Company’s initial Business Combination, which Sponsor Loan has been fully drawn by the Company. For the years ended December 31, 2022 and 2021, the Company paid $120,000 and approximately $95,000 respectively, for office space and administrative fees. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. On June 30, 2022, the Company entered into the First Working Capital Loan with the Sponsor in the amount of up to $1,000,000, which First Working Capital Loan has been fully drawn by the Company. On October 14, 2022, the Company entered into the Second Working Capital Loan with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor will make to the Company for working capital expenses. The First Working Capital Loan and the Second Working Capital Loans bear no interest and are due and payable on the date on which the Company consummates its initial Business Combination. The principal balance of the First Working Capital Loan and Second Working Capital Loan may be prepaid at any time. Except for the foregoing with respect to the First Working Capital Loan and the Second Working Capital, the terms of any other Working Capital Loans have not been determined and no written agreements exist with respect to such loans. On March 9, 2022, the Company borrowed $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) from the Sponsor pursuant to the First Extension Loan, which was deposited in the Trust Account. The First Extension Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. On September 30, 2022, the Company borrowed $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension Loan, which was deposited in the Trust Account. The Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. As of December 31, 2022 and 2021, the carrying amounts of the loans payable by the Company to the Sponsor were approximately $8,200,000 and $734,000, respectively. As of December 31, 2022 and 2021, the face amounts of these loans were approximately $8,500,000 and $734,000, respectively. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the First Working Capital Loan, the Second Working Capital Loan, the First Extension Loan and the Second Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. In connection with the terms and conditions of the XBP Europe Business Combination, a substantive conversion feature was added to the sponsor loans. Consequently, the amounts outstanding under these loans at the date of the Merger Agreement were accounted for as an extinguishment of the previous loans and establishment of the new loans at fair value. The gain on extinguishment was recognized as a capital transaction with the Sponsor through additional paid-in capital. The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payables to related parties on the accompanying consolidated balance sheets. As of December 31, 2022 and 2021, the Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of $0 and approximately $571,000, respectively.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5—Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on March 11, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted CF&Co. a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 16, 2021, simultaneously with the closing of the Initial Public Offering, CF&Co. partially exercised the over-allotment option for 3,000,000 additional Units and advised the Company that it would not exercise the remaining portion of the over-allotment option. CF&Co. was paid a cash underwriting discount of $4,400,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4). Risks and Uncertainties Management continues to evaluate the impacts of the COVID-19 pandemic and the military conflict in Ukraine on the financial markets and on the industry, and has concluded that while it is reasonably possible that the pandemic and the conflict could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of the date of the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders’ Equity (Deficit)	Note 6—Stockholders’ Equity (Deficit) Class A Common Stock Class B Common Stock Prior to the consummation of the Business Combination, only holders of Class B common stock have the right to vote on the election of directors. Holders of Class A common stock are not entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the 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 the 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 plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). Pursuant to the Sponsor Support Agreement entered into in connection with the XBP Europe Business Combination, the Sponsor agreed, among other items, to waive the anti-dilution rights of the Company’s shares of Class B common stock under the Amended and Restated Certificate of Incorporation. On March 8, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the Company. On March 11, 2021, the Company effected a 1.1-for-1 stock split. Information contained in the consolidated financial statements has been retroactively adjusted for this split. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock, resulting in an aggregate of 6,250,000 shares of Class B common stock outstanding and held by the Sponsor and two of the independent directors of the Company. Preferred Stock

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Warrants [Abstract]
Warrants	Note 7—Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 8—Income Taxes The Company’s taxable income primarily consists of interest income from investments held in the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are currently not deductible. There was approximately $111,000 of federal income tax expense for the year ended December 31, 2022 and no income tax expense for the year ended December 31, 2021. The income tax provision for the years ended December 31, 2022 and 2021 consists of the following: For the For the Current Federal $ 111,023 $ - State - - Deferred Federal (411,243 ) (571,138 ) State - - Change in valuation allowance 411,243 571,138 Income tax provision $ 111,023 $ - The Company’s net deferred tax assets as of December 31, 2022 and 2021 are as follows: As of December 31, 2022 2021 Deferred tax assets Start-up/organizational costs $ 935,979 $ 501,658 Deferred compensation 41,153 30,777 Accrued bonus 5,250 - Net operating loss carryforwards - 38,703 Total deferred tax assets 982,382 571,138 Valuation allowance (982,382 ) (571,138 ) Deferred tax assets, net of allowance $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of both December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties as of both December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows for the years ended December 31, 2022 and 2021: For the For the Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liability (42.9 )% 37.1 % Change in fair value of FPS liability 4.2 % (24.7 )% Change in valuation allowance 16.3 % (33.4 )% Nondeductible interest expense 5.8 % - % Effective Tax Rate 4.4 % - % The Company’s effective tax rate differs from the federal statutory rate mainly due to the changes in fair value of warrant and FPS liabilities, which are not taxable and not deductible, and start-up costs, which are currently not deductible as they are deferred for tax purposes.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9—Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are: ● Level 1 measurements - unadjusted observable inputs such as quoted prices for identical instruments in active markets; ● Level 2 measurements - inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 measurements - unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value Measurements on Recurring Basis The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value: December 31, 2022 Description Quoted Significant Other Significant Other Total Assets: Assets held in Trust Account – U.S. government debt securities $ 31,445,874 $ - $ - $ 31,445,874 Liabilities: Warrant liability $ - $ 178,780 $ - $ 178,780 FPS liability - - 2,504,214 2,504,214 Total Liabilities $ - $ 178,780 $ 2,504,214 $ 2,682,994 December 31, 2021 Description Quoted Significant Other Significant Other Total Assets: Assets held in Trust Account – U.S. government debt securities $ 250,017,673 $ - $ - $ 250,017,673 Liabilities: Warrant liability $ - $ 5,300,188 $ - $ 5,300,188 FPS liability - - 2,006,525 2,006,525 Total Liabilities $ - $ 5,300,188 $ 2,006,525 $ 7,306,713 Level 1 assets as of both December 31, 2022 and 2021 include investments in a money market fund classified as cash equivalents; the fund holds U.S. government debt securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s consolidated balance sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of warrant liability in the Company’s consolidated statements of operations. Initial Measurement The Company established the initial fair value for the warrants on March 16, 2021, the date of the closing of the Initial Public Offering. The Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one-fourth of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-fourth of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to the shares of Class A common stock subject to possible redemption. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. CF ACQUISITION CORP. VIII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company utilized the OPM to value the warrants as of March 16, 2021, with any subsequent changes in fair value recognized in the consolidated statement of operations. The estimated fair value of the warrant liability as of March 16, 2021, was determined using Level 3 inputs. Inherent in the OPM are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated to remain at zero. The aforementioned warrant liability is not subject to qualified hedge accounting. The following table provides quantitative information about the inputs utilized by the Company in the fair value measurement of the warrants as of March 16, 2021: March 16, 2021 Risk-free interest rate 1.05 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 % Subsequent Measurement During the year ended December 31, 2021, the fair value measurement of the Public Warrants was reclassified from Level 3 to Level 2 due to the use of an observable quoted price in an inactive market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the Private Placement Warrants were reclassified from Level 3 to Level 2 during the year ended December 31, 2021. There were no transfers into or out of Level 3 fair value measurement during the year ended December 31, 2022. The following table presents the changes in the fair value of warrant liability: Private Placement Public Warrant Liability Fair value as of March 16, 2021 $ 175,851 $ 8,141,250 $ 8,317,101 Change in valuation inputs or other assumptions (1) (63,788 ) (2,953,125 ) (3,016,913 ) Fair value as of December 31, 2021 (2) $ 112,063 $ 5,188,125 $ 5,300,188 Change in valuation inputs or other assumptions (1) (108,283 ) (5,013,125 ) (5,121,408 ) Fair value as of December 31, 2022 $ 3,780 $ 175,000 $ 178,780 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the consolidated statements of operations. (2) Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.1 million during the year ended December 31, 2021. FPS Liability The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $10.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the shares of common stock and warrants to be issued pursuant to the FPA. The fair value of the shares of common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the shares of common stock and warrants to be issued compared to the $10.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of both December 31, 2022 and 2021, the probability assigned to the consummation of the Business Combination was 80%. The probability was determined based on observed success rates of business combinations for special purpose acquisition companies. CF ACQUISITION CORP. VIII NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents a summary of the changes in the fair value of the FPS liability. There were no transfers into or out of Level 3 fair value measurement during year ended December 31, 2022: FPS Liability Fair value as of March 16, 2021 $ 1,933,236 Change in valuation inputs or other assumptions (1) 73,289 Fair value as of December 31, 2021 $ 2,006,525 Change in valuation inputs or other assumptions (1) 497,689 Fair value as of December 31, 2022 $ 2,504,214 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the consolidated statements of operations. Fair Value Measurements on Non-Recurring Basis Sponsor Loans Liability During the year ended December 31, 2022, sponsor loans liability was measured at fair value on a non-recurring basis at the time of modification that was accounted for as an extinguishment. At the time of the extinguishment, the fair value of the sponsor loans was $7,534,106. The estimated fair value of these obligations was determined by reference to the Company’s quoted stock price and discounted cash flow calculations based on market-observable risk-free rate and reduced to account for the probability of consummation of the Business Combination, the probability of repayment in cash or the probability of forgiveness. The primary unobservable inputs utilized in estimating the fair value of the sponsor loans were the probabilities of consummation of the Business Combination, repayment in cash or forgiveness. As a result, the estimated fair value of these loans falls within Level 3 in the fair value hierarchy. The range of probabilities used in deriving the estimated fair value of the sponsor loans was 8%-80%.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the consolidated financial statements, other than as described below. On February 13, 2023, the Company filed the XBP Europe Proxy Statement with the SEC. On February 14, 2023, the Company filed a definitive proxy statement with the SEC regarding an extension of its time to consummate a Business Combination from March 16, 2023 to September 16, 2023. On March 6, 2023, the Company issued 5,000,000 shares of Class A common stock to the Sponsor upon the conversion of 5,000,000 shares of Class B common stock held by the Sponsor (the “Conversion”). As a result of the Conversion, as of March 6, 2023, the Sponsor held 5,537,500 shares of Class A common stock and 1,228,000 shares of Class B common stock. The 5,000,000 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B common stock prior to the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the prospectus for the Company’s initial public offering. Following the Conversion, there were 8,500,098 shares of Class A common stock issued and outstanding and 1,250,000 shares of Class B common stock issued and outstanding. On March 14, 2023, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company has to consummate a Business Combination from March 16, 2023 to September 16, 2023 (the “Third Extension”). In connection with the approval of the Third Extension, on March 15, 2023, the Sponsor agreed to loan the Company an aggregate amount of up to $344,781 ($0.04 per share per month, or up to $0.24 per share if all six months of the Third Extension are utilized, for each Public Share that was not redeemed in connection with the Third Extension) (the “Third Extension Loan”). The Third Extension Loan does not bear interest and is repayable by the Company to the Sponsor or its designees upon consummation of an initial Business Combination. The proceeds of the Third Extension Loan will be deposited in the Trust Account in six equal installments for each month (or portion thereof) that is needed by the Company to complete an initial Business Combination. The first installment was deposited in the Trust Account on March 16, 2023. In connection with the stockholder vote to approve the Third Extension, 1,523,509 Public Shares were redeemed at approximately $10.69 a share, resulting in a reduction of $16,290,945 in the amount held in the Trust Account. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under the Third Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. On March 16, 2023, the Company instructed Continental Stock Transfer & Trust Company to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental Stock Transfer & Trust Company continuing to act as trustee, until the earlier of the consummation of the initial business combination or liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government debt securities or money market funds that invest in U.S. government debt securities.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated 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 consolidated financial statements is the determination of the fair value of the warrant liability, FPS liability, and sponsor loans liability. 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 had no cash equivalents in its operating account as of both December 31, 2022 and 2021. The Company’s investments held in the Trust Account as of both December 31, 2022 and 2021 were comprised of cash equivalents.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the years ended December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
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 820, Fair Value Measurement
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering.
Warrant and FPS Liability	Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity
Sponsor Loans	Sponsor Loans The Company accounts for the liability related to the sponsor loans in accordance with the guidance in ASC 470-20, Debt – Debt with Conversion and Other Options
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the consolidated statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of $689,606 in the consolidated statement of operations for the year ended December 31, 2022. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 2,960,098 and 25,000,000 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit.
Net Income (Loss) Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Year Ended December 31, 2022 For the Year Ended Class A – Public shares Class A – Private placement shares Class B – Common stock Class A – Public Class A – Private placement shares Class B – Common stock Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 1,722,236 $ 53,386 $ 617,897 $ (1,286,468 ) $ (27,788 ) $ (393,589 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 17,420,341 540,000 6,250,000 19,931,507 430,521 6,097,945 Basic and diluted net income (loss) per share of common stock $ 0.10 $ 0.10 $ 0.10 $ (0.06 ) $ (0.06 ) $ (0.06 )
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of both December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company’s current taxable income primarily consists of interest income on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are currently not deductible. During the years ended December 31, 2022 and 2021, the Company recorded income tax expense of approximately $111,000 and $0, respectively. The Company’s effective tax rate for the years ended December 31, 2022 and 2021 was 4.4% and 0%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the change in fair value of warrant and FPS liabilities, which is not taxable and not deductible, and start-up costs, which are currently not deductible as they are deferred for tax purposes.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of basic and diluted net income (loss) per share of common stock	For the Year Ended December 31, 2022 For the Year Ended Class A – Public shares Class A – Private placement shares Class B – Common stock Class A – Public Class A – Private placement shares Class B – Common stock Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 1,722,236 $ 53,386 $ 617,897 $ (1,286,468 ) $ (27,788 ) $ (393,589 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 17,420,341 540,000 6,250,000 19,931,507 430,521 6,097,945 Basic and diluted net income (loss) per share of common stock $ 0.10 $ 0.10 $ 0.10 $ (0.06 ) $ (0.06 ) $ (0.06 )

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of income tax provision	For the For the Current Federal $ 111,023 $ - State - - Deferred Federal (411,243 ) (571,138 ) State - - Change in valuation allowance 411,243 571,138 Income tax provision $ 111,023 $ -
Schedule of net deferred tax assets	As of December 31, 2022 2021 Deferred tax assets Start-up/organizational costs $ 935,979 $ 501,658 Deferred compensation 41,153 30,777 Accrued bonus 5,250 - Net operating loss carryforwards - 38,703 Total deferred tax assets 982,382 571,138 Valuation allowance (982,382 ) (571,138 ) Deferred tax assets, net of allowance $ - $ -
Schedule of statutory federal income tax rate (benefit) to the company’s effective tax rate (benefit)	For the For the Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liability (42.9 )% 37.1 % Change in fair value of FPS liability 4.2 % (24.7 )% Change in valuation allowance 16.3 % (33.4 )% Nondeductible interest expense 5.8 % - % Effective Tax Rate 4.4 % - %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of assets and liabilities that are measured at fair value on a recurring basis	Description Quoted Significant Other Significant Other Total Assets: Assets held in Trust Account – U.S. government debt securities $ 31,445,874 $ - $ - $ 31,445,874 Liabilities: Warrant liability $ - $ 178,780 $ - $ 178,780 FPS liability - - 2,504,214 2,504,214 Total Liabilities $ - $ 178,780 $ 2,504,214 $ 2,682,994 Description Quoted Significant Other Significant Other Total Assets: Assets held in Trust Account – U.S. government debt securities $ 250,017,673 $ - $ - $ 250,017,673 Liabilities: Warrant liability $ - $ 5,300,188 $ - $ 5,300,188 FPS liability - - 2,006,525 2,006,525 Total Liabilities $ - $ 5,300,188 $ 2,006,525 $ 7,306,713
Schedule of fair value measurement of the warrants	March 16, 2021 Risk-free interest rate 1.05 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 %
Schedule of changes in the fair value of warrant liability	Private Placement Public Warrant Liability Fair value as of March 16, 2021 $ 175,851 $ 8,141,250 $ 8,317,101 Change in valuation inputs or other assumptions (1) (63,788 ) (2,953,125 ) (3,016,913 ) Fair value as of December 31, 2021 (2) $ 112,063 $ 5,188,125 $ 5,300,188 Change in valuation inputs or other assumptions (1) (108,283 ) (5,013,125 ) (5,121,408 ) Fair value as of December 31, 2022 $ 3,780 $ 175,000 $ 178,780 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the consolidated statements of operations. (2) Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.1 million during the year ended December 31, 2021. FPS Liability Fair value as of March 16, 2021 $ 1,933,236 Change in valuation inputs or other assumptions (1) 73,289 Fair value as of December 31, 2021 $ 2,006,525 Change in valuation inputs or other assumptions (1) 497,689 Fair value as of December 31, 2022 $ 2,504,214 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the consolidated statements of operations.

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)			1 Months Ended	12 Months Ended
	Mar. 09, 2022	Mar. 16, 2021	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Mar. 14, 2023	Oct. 14, 2022	Jun. 30, 2022
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Net proceeds					$ 250,000,000
Gross proceeds					5,400,000
Offering cost				4,900,000
Underwriting fees				4,500,000
Other costs				$ 400,000
Price per share (in Dollars per share)				$ 10		$ 10.69
Redeem public share percentage				100%
Dissolution expenses				$ 100,000
Public share per share (in Dollars per share)			$ 0.33
Extensions loan			$ 976,832
Cash				41,154	25,000
Working capital				9,209,000	2,634,000
Interest income earned				$ 1,240,443	$ 17,673
Description of transaction				The Company’s liquidity needs through December 31, 2022 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, the Sponsor Loan (as defined below), the First Working Capital Loan (as defined below) and the Second Working Capital Loan (as defined below).
Maximum sponsor loan				$ 1,750,000
Working capital loan							$ 750,000	$ 1,000,000
Federal excise tax rate				21%	21%
Initial Business Combination [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Fair market value percentage				80%
Sponsor [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of Units (in Shares)		3,000,000
Sale of stock price per share (in Dollars per share)		$ 10
First extension loan	$ 4,424,015
Public share per share (in Dollars per share)	$ 0.2		$ 0.33
Extensions loan			$ 976,832
Loans payable				$ 8,200,000
Second extension loan					$ 734,000
Private Placement Warrants [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of Units (in Shares)				540,000
Sale of stock price per share (in Dollars per share)				$ 10
Gross proceeds				$ 5,400,000
Initial Public Offering [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of Units (in Shares)				25,000,000
Sale of stock price per share (in Dollars per share)				$ 10
Net proceeds		$ 250,000,000
Price per share (in Dollars per share)		$ 10
Sponsor Loan [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Second extension loan					734,000
Face value of loans				$ 8,500,000
Trust Account [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
First extension loan	$ 4,424,015
Public share per share (in Dollars per share)	$ 0.2
Shares held trust account per share (in Dollars per share)				$ 10
Common Class A [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Redeeming Shares Aggregate percentage				15%
Shares held trust account per share (in Dollars per share)				$ 10
Common Class A [Member] | Private Placement Warrants [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Shares issued (in Shares)				540,000
Liquidity and Capital Resources [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Interest income earned				$ 276,000	$ 18,000
Business Combination [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Acquires outstanding voting securities				50%
Net tangible assets				$ 5,000,001
Dissolution expenses				$ 100,000
Shares held trust account per share (in Dollars per share)				$ 10
Business Combination [Member] | Common Class A [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Shares held trust account per share (in Dollars per share)				$ 10
Inflation Reduction Act of 2022 [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Federal excise tax rate				1%
CFAC Holdings VIII, LLC [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of Units (in Shares)		25,000,000
Net proceeds		$ 250,000,000
Business combination expire		5 years
CFAC Holdings VIII, LLC [Member] | Common Class A [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Common stock price (in Dollars per share)		$ 11.5
Forward Purchase Contract [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Sale of stock price per share (in Dollars per share)				$ 10
Gross proceeds				$ 10,000,000
Initial business combination units (in Shares)				1,000,000
Forward Purchase Contract [Member] | Common Class A [Member]
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]
Shares issued (in Shares)				250,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage	$ 250,000
Interest expense	689,606
Income tax expense	$ 111,000	$ 0
Effective tax rate	4.40%	0%
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Common stock subject to possible redemption (in Shares)	2,960,098	25,000,000
Class A Common Stock [Member] | Private Placement [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Warrant purchase (in Shares)	6,385,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A – Public shares [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock [Line Items]
Allocation of net income (loss)	$ 1,722,236	$ (1,286,468)
Basic weighted average number of shares of common stock outstanding	17,420,341	19,931,507
Basic net income (loss) per share of common stock	$ 0.1	$ (0.06)
Class A – Private placement shares [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock [Line Items]
Allocation of net income (loss)	$ 53,386	$ (27,788)
Basic weighted average number of shares of common stock outstanding	540,000	430,521
Basic net income (loss) per share of common stock	$ 0.1	$ (0.06)
Class B – Common stockk [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock [Line Items]
Allocation of net income (loss)	$ 617,897	$ (393,589)
Basic weighted average number of shares of common stock outstanding	6,250,000	6,097,945
Basic net income (loss) per share of common stock	$ 0.1	$ (0.06)

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A – Public shares [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) [Line Items]
Diluted weighted average number of shares of common stock outstanding	17,420,341	19,931,507
Diluted net income (loss) per share of common stock	$ 0.10	$ (0.06)
Class A – Private placement shares [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) [Line Items]
Diluted weighted average number of shares of common stock outstanding	540,000	430,521
Diluted net income (loss) per share of common stock	$ 0.10	$ (0.06)
Class B – Common stockk [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) [Line Items]
Diluted weighted average number of shares of common stock outstanding	6,250,000	6,097,945
Diluted net income (loss) per share of common stock	$ 0.10	$ (0.06)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		12 Months Ended
	Mar. 16, 2021	Dec. 31, 2022
Initial Public Offering (Details) [Line Items]
Issued and outstanding shares percentage	20%
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of units		25,000,000
Sale of stock price per share (in Dollars per share)		$ 10
Over-Allotment Option [Member]
Initial Public Offering (Details) [Line Items]
Sale of units		3,000,000
Class A Common Stock [Member] | Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Warrants exercise price (in Dollars per share)		$ 11.5
Class B Common Stock [Member]
Initial Public Offering (Details) [Line Items]
Sponsor forfeited shares	75,000

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

12 Months Ended

Oct. 14, 2022

Jun. 30, 2022

Mar. 09, 2022

Mar. 16, 2021

Mar. 16, 2021

Mar. 11, 2021

Jul. 08, 2020

Sep. 30, 2022

Mar. 16, 2021

Dec. 31, 2022

Dec. 31, 2021

Mar. 25, 2022

Mar. 08, 2021

Related Party Transactions (Details) [Line Items]

Recognized compensation expense

$ 29,000

$ 147,000

Stock split, description

On March 11, 2021, the Company effected a 1.1-for-1 stock split.

Initial stockholders ownership percentage

20%

Founder shares outstanding (in Shares)

733,400

Sponsor loan

$ 1,750,000

Other working capital expenses

10,000

Office space and administrative fees

120,000

95,000

Related party loan

$ 750,000

Aggregate amount

7,534,106

Public share per share (in Dollars per share)

$ 0.33

Second extension loan

$ 976,832

Private Placement [Member]

Related Party Transactions (Details) [Line Items]

Aggregate price

5,400,000

Recognized compensation expense

$ 20,000

Sponsor purchased an aggregate shares (in Shares)

540,000

Price per unit (in Dollars per share)

$ 10

Initial Public Offering [Member]

Related Party Transactions (Details) [Line Items]

Sponsor purchased an aggregate shares (in Shares)

25,000,000

Marketing fee percentage

3.50%

Pre IPO Note

$ 79,000

Over-Allotment Option [Member]

Related Party Transactions (Details) [Line Items]

Sponsor purchased an aggregate shares (in Shares)

3,000,000

Marketing fee percentage

5.50%

Sponsor [Member]

Related Party Transactions (Details) [Line Items]

Sponsor purchased an aggregate shares (in Shares)

3,000,000

Pre IPO Note

$ 300,000

Sponsor loan

8,200,000

734,000

Related party loan

$ 1,000,000

Public share per share (in Dollars per share)

$ 0.2

$ 0.33

Second extension loan

$ 976,832

Accounts payable outstanding

0

Expenses paid

571,000

Public Shares [Member]

Related Party Transactions (Details) [Line Items]

Aggregate amount

$ 4,424,015

Public share per share (in Dollars per share)

$ 0.2

Sponsor Loan [Member]

Related Party Transactions (Details) [Line Items]

Sponsor loan

$ 8,500,000

$ 734,000

Class B Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Common stock, par value (in Dollars per share)

$ 0.0001

Aggregate price

$ 25,000

Number of shares forfeited (in Shares)

75,000

Aggregate of founder share outstanding (in Shares)

6,250,000

6,250,000

6,250,000

Founder shares outstanding (in Shares)

75,000

75,000

Class A Common Stock [Member]

Related Party Transactions (Details) [Line Items]

Sponsor transferred shares (in Shares)

2,500

Price per unit (in Dollars per share)

$ 10

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

Related Party Transactions (Details) [Line Items]

Shares issued (in Shares)

540,000

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

Related Party Transactions (Details) [Line Items]

Price per share (in Dollars per share)

$ 11.5

Business Combination [Member]

Related Party Transactions (Details) [Line Items]

Business combination, description

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange 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.

Marketing fee

$ 9,350,000

Founder Shares [Member]

Related Party Transactions (Details) [Line Items]

Sponsor transferred shares (in Shares)

20,000

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

Related Party Transactions (Details) [Line Items]

Shares issued (in Shares)

5,750,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		12 Months Ended
	Mar. 16, 2021	Dec. 31, 2022
Commitments and Contingencies (Details) [Line Items]
Cash underwriting discount		$ 4,500,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Partially exercised additional units	3,000,000
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriter fees		$ 100,000
Underwriting Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase additional units		3,300,000
Cash underwriting discount		$ 4,400,000

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Details) - $ / shares				12 Months Ended
		Mar. 16, 2021	Mar. 11, 2021	Dec. 31, 2022	Dec. 31, 2021	Mar. 08, 2021
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares issued				540,000
Subject to possible redemption				2,960,098	25,000,000
Shares forfeited				733,400
Issued and outstanding ordinary shares percentage				20%
Reverse stock split			On March 11, 2021, the Company effected a 1.1-for-1 stock split.
Preferred stock, shares authorized				1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Class A Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized				160,000,000	160,000,000
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Common stock, shares outstanding				540,000	540,000
Subject to possible redemption				2,879,927	19,159,975
Class A Common Stock [Member] | Private Placement [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Shares issued				540,000
Class B Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Common stock, shares authorized	[1]			40,000,000	40,000,000
Common stock, par value (in Dollars per share)	[1]			$ 0.0001	$ 0.0001
Common stock, shares outstanding	[1]			6,250,000	6,250,000
Shares forfeited		75,000		75,000
Issued and outstanding ordinary shares percentage				20%
Founder shares outstanding		6,250,000
Sponsor [Member] | Class B Common Stock [Member]
Stockholders’ Equity (Deficit) (Details) [Line Items]
Aggregate of founder shares to independent directors						20,000
[1] On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).

Warrants (Details)

Warrants (Details)	12 Months Ended
	Dec. 31, 2022
Warrants [Abstract]
Public warrants term	5 years
Warrants and rights outstanding description	●in whole and not in part;   ● at a price of $0.01 per warrant;     ● at any time during the exercise period;     ● upon a minimum of 30 days’ prior written notice of redemption;     ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and     ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal income tax expense	$ 111,023

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of income tax provision - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current
Federal	$ 111,023
State
Deferred
Federal	(411,243)	(571,138)
State
Change in valuation allowance	411,243	571,138
Income tax provision	$ 111,023

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Start-up/organizational costs	$ 935,979	$ 501,658
Deferred compensation	41,153	30,777
Accrued bonus	5,250
Net operating loss carryforwards		38,703
Total deferred tax assets	982,382	571,138
Valuation allowance	(982,382)	(571,138)
Deferred tax assets, net of allowance

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of statutory federal income tax rate (benefit) to the company’s effective tax rate (benefit)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of statutory federal income tax rate (benefit) to the company’s effective tax rate (benefit) [Abstract]
Statutory federal income tax rate	21%	21%
Change in fair value of warrant liability	(42.90%)	37.10%
Change in fair value of FPS liability	4.20%	(24.70%)
Change in valuation allowance	16.30%	(33.40%)
Nondeductible interest expense	5.80%
Effective Tax Rate	4.40%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) [Line Items]
FPS commitment	$ 10,000,000
Fixed commitment amount	$ 10,000,000
Business combination percentage	80%
Sponsor loans	$ 7,534,106
Minimum [Member]
Fair Value Measurements (Details) [Line Items]
Sponsor percentage	8%
Maximum [Member]
Fair Value Measurements (Details) [Line Items]
Sponsor percentage	80%
Level 3 [Member]
Fair Value Measurements (Details) [Line Items]
Fair value transfers out of level 3		$ 7.1

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 ($)	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Total Liabilities	$ 12,142,897	$ 10,161,114
Fair Value Measurement [Member]
Assets:
Assets held in Trust Account – U.S. government debt securities	31,445,874	250,017,673
Liabilities:
Warrant liability	178,780	5,300,188
FPS liability	2,504,214	2,006,525
Total Liabilities	2,682,994	7,306,713
Fair Value Measurement [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Assets held in Trust Account – U.S. government debt securities	31,445,874	250,017,673
Liabilities:
Warrant liability
FPS liability
Total Liabilities
Fair Value Measurement [Member] | Significant Other Observable Inputs (Level 2) [Member]
Assets:
Assets held in Trust Account – U.S. government debt securities
Liabilities:
Warrant liability	178,780	5,300,188
FPS liability
Total Liabilities	178,780	5,300,188
Fair Value Measurement [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Assets held in Trust Account – U.S. government debt securities
Liabilities:
Warrant liability
FPS liability	2,504,214	2,006,525
Total Liabilities	$ 2,504,214	$ 2,006,525

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of fair value measurement of the warrants - Initial Measurement [Member]	Mar. 16, 2021 $ / shares
Fair Value Measurements (Details) - Schedule of fair value measurement of the warrants [Line Items]
Risk-free interest rate	1.05%
Expected term (years)	5 years
Expected volatility	17.50%
Exercise price (in Dollars per share)	$ 11.5
Stock price (in Dollars per share)	$ 10
Dividend yield	0%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability - USD ($)		10 Months Ended		12 Months Ended
		Dec. 31, 2021		Dec. 31, 2022
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability [Line Items]
Fair value beginning balance		$ 175,851		$ 112,063	[1]
Change in valuation inputs or other assumptions	[2]	(63,788)		(108,283)
Fair value ending balance		112,063	[1]	3,780
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability [Line Items]
Fair value beginning balance		8,141,250		5,188,125	[1]
Change in valuation inputs or other assumptions	[2]	(2,953,125)		(5,013,125)
Fair value ending balance		5,188,125	[1]	175,000
Warrant Liability [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability [Line Items]
Fair value beginning balance		8,317,101		5,300,188	[1]
Change in valuation inputs or other assumptions	[2]	(3,016,913)		(5,121,408)
Fair value ending balance		5,300,188	[1]	178,780
FPS Liability [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liability [Line Items]
Fair value beginning balance		1,933,236		2,006,525
Change in valuation inputs or other assumptions	[3]	73,289		497,689
Fair value ending balance		$ 2,006,525		$ 2,504,214
[1] Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.1 million during the year ended December 31, 2021. Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the consolidated statements of operations.

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		Mar. 14, 2023	Mar. 06, 2023	Mar. 15, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Events (Details) [Line Items]
Extension loan (in Dollars)				$ 344,781
Public price per share (in Dollars per share)		$ 10.69			$ 10
(in Dollars)		$ 16,290,945			$ 31,445,874	$ 250,017,673
Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares issued					540,000	540,000
Common stock, shares outstanding					540,000	540,000
Redeemable shares of common stock		1,523,509
Class B Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, shares issued	[1]				6,250,000	6,250,000
Common stock, shares outstanding	[1]				6,250,000	6,250,000
Subsequent Event [Member] | Minimum [Member]
Subsequent Events (Details) [Line Items]
Public price per share (in Dollars per share)		$ 0.04
Subsequent Event [Member] | Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Shares issued			5,000,000
Shares of restrictions			5,000,000
Common stock, shares issued			8,500,098
Common stock, shares outstanding			8,500,098
Subsequent Event [Member] | Class A Common Stock [Member] | Sponsor [Member]
Subsequent Events (Details) [Line Items]
Shares issued			5,537,500
Subsequent Event [Member] | Class B Common Stock [Member]
Subsequent Events (Details) [Line Items]
Conversion shares			5,000,000
Common stock, shares issued			1,250,000
Common stock, shares outstanding			1,250,000
Subsequent Event [Member] | Class B Common Stock [Member] | Sponsor [Member]
Subsequent Events (Details) [Line Items]
Shares issued			1,228,000
Subsequent Event [Member] | Maximum [Member]
Subsequent Events (Details) [Line Items]
Public price per share (in Dollars per share)		$ 0.24
[1] On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6).