Carmell Therapeutics (CTCX) 10-K 17 Mar 23 2022 FY Annual report Financial data

Cover Page

Cover Page - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 17, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Document Annual Report	true
Document Transition Report	false
Entity Registrant Name	Alpha Healthcare Acquisition Corp. III
Entity Central Index Key	0001842939
Entity File Number	001-40228
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1177 Avenue of the Americas
Entity Address, Address Line Two	5th Floor
Entity Address, City or Town	New York
Entity Address, Postal Zip Code	10036
City Area Code	646
Local Phone Number	494-3296
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	ALPA
Security Exchange Name	NASDAQ
Entity Address, State or Province	NY
Current Fiscal Year End Date	--12-31
Entity Tax Identification Number	85-1645738
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float	$ 148,572,270
ICFR Auditor Attestation Flag	false
Auditor Name	Adeptus Partners, LLC
Auditor Firm ID	3686
Auditor Location	Ocean, NJ
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	ALPAU
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	ALPAW
Security Exchange Name	NASDAQ
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,907,985
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,861,026

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 187,664	$ 774,192
Prepaid expenses	97,538	198,983
Total current assets	285,202	973,175
Marketable securities held in Trust Account	156,693,598	154,449,121
Total assets	156,978,800	155,422,296
Current liabilities:
Accrued offering costs	0	112,485
Accounts payable and accrued expenses	1,258,337	215,247
Due to related party	31,979	2,275
Income taxes payable	391,198	0
Total current liabilities	1,681,514	330,007
Deferred underwriting fees payable	5,405,436	5,405,436
Total liabilities	7,086,950	5,735,443
Commitments and Contingencies (Note 5)
Shareholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(6,018,111)	(4,762,700)
Total shareholders' deficit	(6,017,679)	(4,762,268)
Total Liabilities and Shareholders' Deficit	156,978,800	155,422,296
Common Class A [Member]
Current liabilities:
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 15,444,103 shares issued and outstanding subject to possible redemption	155,909,529	154,449,121
Shareholders' equity (deficit):
Common stock value	46	46
Common Class B [Member]
Shareholders' equity (deficit):
Common stock value	$ 386	$ 386

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical)	Dec. 31, 2022 $ / shares shares
Preferred stock par or stated value per share | $ / shares	$ 0.0001
Preferred stock shares authorized	1,000,000
Preferred stock shares issued	0
Preferred stock shares outstanding	0
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share | $ / shares	$ 0.0001
Temporary Equity, Shares Authorized	100,000,000
Temporary Equity, Shares Issued	15,444,103
Temporary Equity, Shares Outstanding	15,444,103
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	100,000,000
Common stock shares issued	463,882
Common stock shares outstanding	463,882
Common Class B [Member]
Common stock par or stated value per share | $ / shares	$ 0.0001
Common stock shares authorized	10,000,000
Common stock shares issued	3,861,026
Common stock shares outstanding	3,861,026

Statements of Operations

Statements of Operations - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
General and administrative expenses	$ 467,431	$ 1,651,483
Loss from operations	(467,431)	(1,651,483)
Other income:
Dividend and interest income	8,091	2,247,678
Change in fair value of overallotment liability	2,923	0
Gain on expiration of overallotment option	127,035	0
Income (Loss) before income taxes	(329,382)	596,195
Income tax provision	0	(391,198)
Net Income (Loss)	(329,382)	204,997
Common Class A [Member]
Other income:
Net Income (Loss)	$ (6,286)	$ 4,809
Weighted average shares outstanding of Class A common stock subject to possible redemption	6,973,122	15,444,103
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption (see Note 2)	$ (0.03)	$ 0.01
Weighted average shares outstanding , Basic	209,549	463,882
Weighted average shares outstanding , Diluted	209,549	463,882
Basic net loss per share	$ (0.03)	$ 0.01
Diluted net loss per share	$ (0.03)	$ 0.01
Common Class B [Member]
Other income:
Net Income (Loss)	$ (113,920)	$ 40,037
Weighted average shares outstanding , Basic	3,797,628	3,861,026
Weighted average shares outstanding , Diluted	3,797,628	3,861,026
Basic net loss per share	$ (0.03)	$ 0.01
Diluted net loss per share	$ (0.03)	$ 0.01

Statement Of Shareholders' Equi

Statement Of Shareholders' Equity (Deficit) - USD ($)	Total	Public Warrants [Member]	Private Placement [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Public Warrants [Member]	Additional Paid-in Capital [Member] Private Placement [Member]	Accumulated Deficit [Member]	Class A Common Stock Subject To Possible Redemption [Member]	Class A Common Stock Subject To Possible Redemption [Member] Common Stock [Member]	Common Class A [Member]	Common Class A [Member] Common Stock [Member]	Common Class A [Member] Common Stock [Member] Private Placement [Member]	Common Class B [Member]	Common Class B [Member] Common Stock [Member]
Beginning Balance at Jan. 20, 2021	$ 0				$ 0			$ 0				$ 0			$ 0
Beginning Balance (in Shares) at Jan. 20, 2021										0		0			0
Class B common stock issued to Sponsor	25,000				24,569										$ 431
Class B common stock issued to Sponsor (in Shares)															4,312,500
Issuance of private placement units (Value)			$ 4,638,820				$ 4,638,774						$ 46
Issuance of private placement units (Shares)													463,882
Issuance of Class A Common stock, net of issuance costs of $9,905,857 (Value)										$ 140,738,518
Issuance of Class A Common stock, net of issuance costs of $9,905,857 (Shares)										15,444,103
Issuance of Public Warrants, net of issuance costs of $239,247		$ 3,399,132				$ 3,399,132
Capital contribution by the Sponsor through transfer of Class B shares	1,186,448				1,186,448
Fair value of underwriter's overallotment options exercised	28,317				28,317
Accretion to redemption value of Class A Common stock subject to possible redemption	$ (13,702,512)			$ 13,702,512	(9,277,240)			(4,425,272)
Forfeiture of Founder Shares related to unexercised portion of underwriter's overallotment option (Value)								45							$ (45)
Forfeiture of Founder Shares related to unexercised portion of underwriter's overallotment option (Shares)	451,474													451,474	(451,474)
Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned	$ (8,091)							(8,091)		$ 8,091
Net Income (loss)	(329,382)							(329,382)	$ (209,176)		$ (6,286)			$ (113,920)
Ending Balance at Dec. 31, 2021	(4,762,268)				0			(4,762,700)		$ 154,449,121		$ 46			$ 386
Ending Balance (in Shares) at Dec. 31, 2021										15,444,103		463,882			3,861,026
Class B common stock issued to Sponsor (in Shares)														25,000
Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned	(1,460,408)							(1,460,408)		$ 1,460,408
Net Income (loss)	204,997							204,997	$ 160,151		$ 4,809			$ 40,037
Ending Balance at Dec. 31, 2022	$ (6,017,679)				$ 0			$ (6,018,111)		$ 155,909,529		$ 46			$ 386
Ending Balance (in Shares) at Dec. 31, 2022										15,444,103		463,882			3,861,026

Statement Of Shareholders' Eq_2

Statement Of Shareholders' Equity (Deficit) (Parenthetical)	11 Months Ended
	Dec. 31, 2021 USD ($) shares
Shares Issued Share Based Payment Arrangement Shares Forfeited	451,474
Public Warrants [Member]
Issuance costs of warrants | $	$ 239,247
Common Class A [Member]
Temporary equity stock issuance costs | $	$ 9,905,857
Common Class B [Member]
Common stock shares outstanding	4,312,500
Shares Issued Share Based Payment Arrangement Shares Forfeited	451,474
Over-Allotment Option [Member] | Common Class B [Member]
Common Stock Shares Subject To Forfeiture	562,500

Statements of Cash Flows

Statements of Cash Flows - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ (329,382)	$ 204,997
Adjustments to reconcile net loss to net cash used in operating activities
Interest earned in Trust Account	(8,091)	(2,244,477)
Change in fair value of overallotment liability	(2,923)	0
Gain on expiration of overallotment option	(127,035)	0
Changes in current assets and liabilities:
Prepaid expenses	(198,983)	101,445
Accrued expenses	215,247	1,028,390
Due to related party	0	29,704
Net cash used in operating activities	(451,167)	(488,743)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	(154,441,030)	0
Cash Flows from Financing Activities:
Proceeds from related party	56,922	0
Payment to related party	(54,647)	0
Proceeds from issuance of Public Units	154,441,030	0
Proceeds from issuance of Private Units	4,638,820	0
Payment of offering costs	(3,415,736)	(97,785)
Net cash (used in) provided by financing activities	155,666,389	(97,785)
Net Change in Cash	774,192	(586,528)
Cash - beginning of the period	0	774,192
Cash - end of the period	774,192	187,664
Supplemental disclosure of cash flow information:
Offering costs paid by Sponsor in exchange for issuance of Class B common stock	25,000	0
Capital contribution by the Sponsor through transfer of Class B shares	1,186,448	0
Offering costs included in accrued offerings costs	112,485	0
Deferred underwriting commissions	5,405,436	0
Accretion of the interest earned in Trust Account	$ 8,091	$ 1,460,408

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Alpha Healthcare Acquisition Corp. III is a blank check company incorporated as a Delaware corporation and 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”). On January 4, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Candy Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Carmell Therapeutics Corporation, a Delaware corporation (“Carmell”). The Company has selected December 31 as its fiscal year end. As of December 31, 2022, the Company has not yet commenced any operations. All activity from January 21, 2021 (inception) through December 31, 2022, relates to the Company’s formation, the IPO (as defined below), and activities necessary to identify a potential target and prepare for a Business Combination. Since our IPO, we have not generated any operating revenues, and do not expect to generate any operating revenues, until at least after completion of our initial Business Combination, if at all. The registration statement for the Company’s initial public offering (“IPO”) was declared effective on July 26, 2021. On July 29, 2021 (“IPO Date”), the Company consummated the IPO of 15,000,000 units (the “Public Units” and, with respect to the shares of Class A common stock included in the Public Units sold, the “Public Shares”), at $10.00 per Public Unit, generating gross proceeds of $150,000,000, which is described in Note 3. In connection with the IPO, the Company also granted the underwriters a 45-day Simultaneously with the closing of the IPO, the Company consummated the sale of 455,000 units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to AHAC Sponsor III LLC (the “Sponsor”), generating gross proceeds of $4,550,000, which is described in Note 4. At the IPO Date, transaction costs amounted to $3,461,151, consisting of $3,000,000 of underwriting fees and $461,151 of other offering costs. The Company also accrued underwriting fees of $5,250,000 that will be paid only if a Business Combination is entered into. In addition, cash of $1,550,000 was held outside of the Trust Account (as defined below) and was available for the payment of offering costs and for working capital purposes. At the IPO Date, the Sponsor also transferred to certain investors a total of 225,000 of Founders shares (Note 4) (“Non-Risk Non-Risk At the IPO Date, the Sponsor also transferred to certain other investors the total of 600,900 of Founders shares (“Risk Incentive Private Shares”) as a compensation for their commitment to acquire at least 9.9% of the Public Units sold in the IPO. These Risk Incentive Private Shares are subject to forfeiture if the investors sell their Public Units prior to the closing of the initial Business Combination. The fair value of these Risk Incentive Private Shares is equal to the fair value of the Non-Risk On August 3, 2021, the Underwriters partially exercised their overallotment option and purchased 444,103 additional Public Units for a total amount of $4,441,030 resulting from the partial over-allotment exercise. The Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. Transaction costs related to the Underwriters’ partial over-allotment exercise amounted to $92,070, consisting of $88,820 of underwriting fees and $3,250 of other offering costs. The Company has also accrued additional underwriting fees of $155,436 that will be paid only if a business combination is entered into. The total issuance costs of $10,145,105 were allocated to the Class A common shares subject to possible redemption and the Public Warrants (Note 6) based on their relative fair values with $9,905,857 to the Class A shares subject to possible redemption and $239,247 to the Public Warrants. Following the closing of the IPO on July 29, 2021, an amount of $154,441,030 ($10.00 per Public Unit) from the net proceeds of the sale of the Public Units in the IPO, including the Public Units sold upon the exercise of the over-allotment option, and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 certificate of incorporation and subject to the requirements of law and regulation, provides that none of the funds held in the Trust Account will be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of the public shares if the Company is unable to consummate an initial Business Combination within 24 months from the closing of the Public Offering (the “Combination Period”), subject to applicable law, and (c) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete an initial Business Combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares at a per-share The shares of Class A common stock subject to possible redemption were recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share The Sponsor has agreed (i) to waive its redemption rights with respect to any Founder Shares, private placement shares and public shares held by it in connection with the completion of the initial Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to any Founder Shares or private placement shares held by it if the Company fails to complete its Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its Business Combination within such time period, (iii) not to propose any amendment to the Company’s amended and restated certificate of incorporation that would modify the substance or timing of its obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial The Company’s Sponsor has agreed that it will 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 amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act. 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. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Business Combination Agreement – Proposed Business Combination with Carmell Therapeutics Corporation On January 4, 2023, the Company entered into the Business Combination Agreement with Merger Sub and Carmell. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Carmell, with Carmell surviving as a wholly-owned subsidiary of the Company (the “Carmell Business Combination”). Upon the closing of the Carmell Business Combination (the “Closing”), it is anticipated that the Company will change its name to “Carmell Therapeutics Corporation” and its ticker symbol on the Nasdaq Stock Market (Nasdaq) is expected to change to “CTCX” and have the Class A common stock listed for trading with such trading ticker. The below description of the Business Combination Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with the Current Report on Form 8-K The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Carmell. Under the Business Combination Agreement, the Company will acquire all of the outstanding equity interests of Carmell in exchange for shares of the Company’s Class A common stock, based on an implied Carmell equity value of $150,000,000, to be paid to Carmell stockholders at the effective time of the Carmell Business Combination. Pursuant to the Business Combination Agreement, at or prior to the effective time of the Business Combination, each option and warrant exercisable for Carmell equity that is outstanding immediately prior to the effective time of the Business Combination shall be assumed by the Company and continue in full force and effect on the same terms and conditions as are currently applicable to such options and warrants, subject to adjustments to exercise price and number of shares of Class A common stock issued upon exercise. The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of Carmell, the Company and their respective subsidiaries during the period between execution of the Business Combination Agreement and Closing. The representations, warranties, agreements and covenants of the parties set forth in the Business Combination Agreement will terminate at Closing, except for those covenants and agreements that, by their terms, contemplate performance after Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to take or cause to be taken all actions and things necessary to consummate and expeditiously implement the Carmell Business Combination. Under the Business Combination Agreement, the obligations of the parties to consummate the Carmell Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of the Company’s stockholders and Carmell’s stockholders; (ii) the execution of the Investor Rights Agreement by the parties thereto; (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the absence of a Company Material Adverse Effect or ALPA Material Adverse Effect (each, as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing; (v) after giving effect to the transactions contemplated by the Business Combination Agreement, the Company has net tangible assets of at least $5,000,001 upon consummation of the Carmell Business Combination; (vi) the Company’s initial listing application with The Nasdaq Stock Market (“Nasdaq”) in connection with the Business Combination has been approved and, immediately following the effective time of the Carmell Business Combination, the Company has satisfied any applicable initial and continuing listing requirements of Nasdaq, and the Company has not received any notice of non-compliance therewith S-4 “S-4 Registration the S-4 Registration The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, without limitation, (i) by the Company or Carmell, if (a) the Closing has not occurred by June 30, 2023 and (b) a breach of the covenants or obligations of the other party (Carmell, on one hand, or the Company or Merger Sub, on the other hand) seeking to terminate the Business Combination Agreement did not proximately cause the failure to consummate the Business Combination; (ii) by the Company or Carmell, in the event an applicable governmental, regulatory or administrative authority has issued a final and non-appealable S-4 If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of Willful Breach or Fraud (each, as defined in the Business Combination Agreement). Liquidity and Going Concern As of December 31, 2022, the Company had cash outside the Trust Account of $187,664 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem common stock. Up to $100,000 of interest and dividends earned in the trust account are available to pay dissolution expenses, if necessary, and the Company may withdraw dividend and interest income earned in the Trust Account to pay income and franchise taxes. As of December 31, 2022, none of the amount in the Trust Account was withdrawn as described above. Through December 31, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the sale of Private Placement Units held outside of the trust account, totaling $187,664 as of December 31, 2022. There were no withdrawals from the trust account through December 31, 2022 for payment of tax obligations. As of December 31, 2022, we had cash, negative working capital and an accumulated deficit of $187,664, (1,396,312) and $6,018,111, respectively. The $187,664 held outside of the Trust Account may not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company has until July 29, 2023 to consummate the initial Business Combination. It is uncertain whether the Company will be able to consummate the proposed Business Combination by this date. If a Business Combination is not consummated by this date, then, unless that time is extended, there will be a mandatory liquidation and subsequent dissolution of the Company. Extension of the business combination period would require an amendment to the Company’s amended and restated certificate of incorporation. Amending the amended and restated certificate of incorporation will require the approval of holders of 65% of the Company’s common stock, and, in connection with this, amending the warrant agreement will require a vote of holders of at least a majority of the Public Warrants (which may include Public Warrants acquired by the Sponsor or its affiliates in this offering or thereafter in the open market, see Note 6). In addition, the amended and restated certificate of incorporation requires the Company to provide its public stockholders with the opportunity to redeem their public shares for cash if the Company proposes an amendment to the amended and restated certificate of incorporation (A) to modify the substance or timing of its obligation to allow redemption in connection with the initial business combination or certain amendments to the charter prior thereto or to redeem 100% of the Company’s public shares if the Company does not complete the initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company believes that the proceeds raised in the IPO and the funds potentially available from loans from the sponsor or any of their affiliates will be sufficient to allow the Company to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Marketable Securities Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were substantially held in a money market fund which is comprised of U.S. Treasury Bills, U.S. Treasury Coupons, and U.S Treasury Inflation-Protected Securities. During the year ended December 31, 2022, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligation. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s common stock features 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, 15,444,103 shares of Class A common stock subject to possible redemption are classified in temporary equity outside of the shareholders’ equity (deficit) section of the Company’s balance sheet and were immediately accreted to redemption value at the IPO Date. Derivative Financial Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified The Public Warrants (see Note 3) and Private Warrants (see Note 6) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815. Over-Allotment Option The over-allotment option (see Note 7) was deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. The fair value of the overallotment liability at the IPO Date of $158,275 was determined using the Black Scholes option pricing model based on the following assumptions: Risk-free interest rate 0.05 % Dividend rate 0 % Volatility 5.00 % Expected life (in years) 0.12 On August 3, 2021, the Underwriters partially exercised their overallotment option and purchased 444,103 Public Units (see Note 3). The fair value of the corresponding overallotment liability partially extinguished upon exercise of $28,317 was determined using the Black Scholes option pricing model based on the following assumptions: Risk-free interest rate 0.05 % Dividend rate 0 % Volatility 5.00 % Expected life (in years) 0.10 Upon the expiration of the unexercised overallotment options on September 9, 2021, the Company recorded a gain on the expiration of the overallotment option of $127,035. Business Combination Costs Costs incurred in relation to a potential Business Combination may include legal, accounting, and other expenses. Any such costs are expensed as incurred. Net Income (Loss) per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Common Stock shares outstanding during the period. Weighted average shares for the period from January 21, 2021 (inception) through December 31, 2021 were reduced for the effect of an aggregate of 562,500 Class B Common shares that were subject to forfeiture until the over-allotment option was partially exercised by the underwriters on August 3, 2021 (see Note 5), upon which date the forfeiture provision lapsed for 111,026 Class B Common shares. Subsequent to August 3, 2021, weighted average shares were reduced for the effect of an aggregate of 451,474 Class B Common shares which were ultimately forfeited upon the expiration of the 45-day period The Company’s statements of operations include a presentation of net income (loss) per share subject to redemption in a manner similar to the two-class 480-10-S99-3A, The Company’s Public Warrants (see Note 6) and Private Warrants (see Note 6) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted income (loss) per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. A reconciliation of net income per share is as follows for the year ended December 31, 2022: Year ended December 31, 2022 Class A subject to Class A Class B Allocation of undistributable income 160,151 4,809 40,037 Net income to ordinary shares $ 160,151 $ 4,809 $ 40,037 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.01 $ 0.01 $ 0.01 A reconciliation of net loss per share is as follows for the period from January 21, (Inception) through December 31, 2021: For the period from Janaury 21, 2021 (inception) through December 31, 2021 Class A subject to Class A Class B Allocation of undistributable losses (209,176 ) (6,286 ) (113,920 ) Net loss to ordinary shares $ (209,176 ) $ (6,286 ) $ (113,920 ) Weighted average shares outstanding, basic and diluted 6,973,122 209,549 3,797,628 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) $ (0.03 ) Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the IPO that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the IPO. Offering costs amounted to $9,897,599 at July 29, 2021, which were allocated between the Class A shares subject to possible redemption and the Public Warrants and charged to shareholders’ equity upon the completion of the IPO. Under the guidance in Staff Accounting Bulletin 107 Topic 5.A, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in these offering costs amounts incurred by the Sponsor through the transfer of Non-Risk The total issuance costs of $10,145,105 were allocated to the Class A shares subject to possible redemption and the Public Warrants based on their relative fair values with $9,905,857 to the Class A shares subject to possible redemption and $239,247 to the Public Warrants. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2022 and 2021, the Company held $156,693,598 and $154,449,121, respectively, of Level 1 financial instruments, which are the Company’s marketable securities held in Trust Account. These assets are measured at fair value on a recurring basis based on quoted market prices for identical securities in the active market. The overallotment liability is measured at fair value using the Black Scholes Option Pricing Model with significant unobservable inputs. The fair value is based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. Therefore, the overallotment liability is considered to be a Level 3 financial instrument. The Company did not hold any liabilities requiring remeasurement on a recurring or non-recurring The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the period from January 21, 2021 (inception) through December 31, 2021: Overallotment Balance at January 21, 2021 (inception) $ — Issuance of overallotment option 158,275 Partial exercise of overallotment option (28,316 ) Change in fair value of overallotment liability (2,924 ) Expiration of overallotment option (127,035 ) Balance at December 31, 2021 $ — Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

IPO

IPO	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
IPO	Note 3 — IPO On July 29, 2021, the Company sold 15,000,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $150.0 million. Each Public Unit consists of one share of Class A common stock and one-fourth Simultaneously with the closing of the IPO, the Company consummated the sale of 455,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,550,000, which is described further in Note 4. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Public Units for the total amount of $4,441,030, received on August 6, 2021. Resulting from the partial over-allotment exercise, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds.

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 January 21, 2021, the Sponsor subscribed to purchase 3,593,750 shares of the Company’s common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On January 25, 2021, the Sponsor paid $25,000, or approximately $0.00696 per share, to cover for certain offering and formation costs in consideration for 3,593,750 Founder Shares. On March 1, 2021, the Company effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Public Units out of the total 2,250,000 available under the over-allotments and the forfeiture provisions lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day On July 27, 2021, our sponsor transferred 25,000 founder shares to each of Darlene DeRemer, Eugene Podsiadlo, and William Woodward, directors of the Company. The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s board of directors through the closing of such initial business combination. At the IPO Date, the Sponsor also transferred to certain investors a total of 225,000 of Founders shares (Note 4) (“Non-Risk Non-Risk At the IPO Date, the Sponsor also transferred to certain other investors the total of 600,900 of Founders shares (“Risk Incentive Private Shares”) as a compensation for their commitment to acquire at least 9.9% of the Public Units sold in the IPO. These Risk Incentive Private Shares are subject to forfeiture if the investors sell their Public Units prior to the closing of the initial Business Combination. The fair value of these Risk Incentive Private Shares is equal to the fair value of the Non-Risk The Sponsor, directors and executive officers have agreed not to transfer, assign or sell (i) any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading “Lock-up”). Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased 455,000 placement units, at a purchase price of $4,550,000, in a private placement. Each Private Placement Unit is identical to the Public Units sold in the IPO except as described below. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). As a result of the partial over-allotment exercise on August 3, 2021, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants and Class A common stock issuable upon exercise of such Private Placement Warrants) will not be transferable or salable until 30 days after the completion of our Business Combination (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor). Due to Related Party The balance of $31,979 as of December 31, 2022 represents $1,979 of general and administrative costs paid by an affiliate of the Sponsor on behalf of the Company and $30,000 of unpaid monthly administrative service fees (described below). The balance of $2,275 as of December 31, 2021, represents general and administrative costs paid by an affiliate of the Sponsor on behalf of the Company. Administrative Service Fee The Company has agreed, commencing on the date that the Company’s securities are first listed on the Nasdaq, to pay an affiliate of the Sponsor a monthly fee of an aggregate of $10,000 for office space, administrative and support services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, and for the period from January 21, 2021 (inception) through December 31, 2021, administrative service fees incurred totaled $120,000 and $51,000, respectively, included in general and administrative expenses in the accompanying statements of operations. As of December 31, 2022 and 2021, $30,000 and $0 is owed to the affiliate of the Sponsor for the administrative service fees, included in “due to related party” on the accompanying balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. 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. As of December 31, 2022 and 2021, there were no written agreements in place for the Working Capital Loans. In conjunction with the IPO activities, on July 14, 2021 (the “Inception Date”), the Company and its Sponsor entered into the Subscription Agreements with certain investors (see Note 6). Forward Purchase Agreement The Company granted to the direct anchor investors an option, in their sole discretion, to subscribe to a forward purchase agreement for up to an aggregate of 60% (up to 10% per direct anchor investor) of the securities sold in one or multiple private placements to close prior to or concurrently with the closing of the initial Business Combination. The aggregate proceeds from the sale of any securities pursuant to these forward purchase agreements will be used for purposes related to the initial Business Combination. Since the issuance of the securities to the investors is contingent upon the closing of an equity financing in relation to the initial Business Combination, and the number of shares to be purchased by the investors is undefined, the terms of the forward purchase agreement will not create an obligation for the Company until such financing occurs.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units, Private Placement Warrants, Class A common stock underlying the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans (and any shares or Class A common stock issuable upon the exercise of the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement dated July 26, 2021. The holders of these securities are entitled to make unlimited demands that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriters Agreement The Company granted the underwriters a 45-day The underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Public Offering, or $3,000,000, paid on July 29, 2021. Additionally, in connection with the partial over-allotment exercise, the underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds, or $88,820, paid on August 6, 2021. In addition to the cash underwriting discounts, the underwriters will be entitled to a deferred underwriting fee of three and a half percent (3.5%), or $5,405,436 of the gross proceeds of the Public Offering and the underwriters’ partial over-allotment exercise upon the completion of the Company’s initial Business Combination. Subscription Agreements In conjunction with the IPO activities, on July 14, 2021 (the “Inception Date”), the Company and its Sponsor entered into the Subscription Agreements with certain investors. Under these Subscription Agreements, the investors, who received the At Risk Incentive Private Shares, received the right but not the obligation to subscribe, at their sole discretion, to any equity financing associated with the Closing of the initial Business Combination subject to a maximum of 10% of such offerings’ proceeds, and the right but not the obligation to subscribe, at their sole discretion, at the same terms in the next special purpose acquisition company or other similar entity sponsored by Constellation Alpha Holdings. The investors who received the Non Risk Incentive Private Shares also received the right but not the obligation to subscribe, at their sole discretion, to any equity financing associated with the Closing of the SPAC’s initial Business Combination subject to a maximum of 10% of such offerings’ proceeds if the Investor still holds their Public Shares at the business combination date. Since the number of shares or other instruments to be purchase by the investors is unknown, these rights to participate in future offerings do not constitute an obligation. Risks and Uncertainties Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, increases in interest rates, the ongoing effects of the COVID-19

Shareholder's Equity

Shareholder's Equity	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Shareholder's Equity	Note 6 — Shareholder’s Equity Common Stock On March 1, 2021, the Company amended its charter to authorize issuance of 100,000,000 Class A common stock, with a par value of $0.0001 per share, 10,000,000 Class B common stock, with a par value of $0.0001 per share, and 1,000,000 preferred stock, with a par value of $0.0001 per share, and effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and per share amounts have been retroactively restated to reflect the stock split. On July 29, 2021, the Company sold 15,000,000 Public Units, each Public Unit consists of one share of Class A common stock and one-fourth On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Public Units out of the total 2,250,000 available under the over-allotments and the forfeiture term lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day Both Class A and B shareholders vote together as a single class on all matters submitted to a vote of the Company shareholders, with each share of common stock entitling the holder to one vote. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of the Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless our Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future 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 Preferred Stock Warrants The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity- linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or the Newly Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions (the “Private Placement Warrants”). Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 7 — Income Taxes The Company’s general and administrative expenses are generally considered start-up The Company has no uncertain tax positions related to federal and state income taxes. The 2021 federal tax return for the Company remains open for examination. In the event that the Company is assessed interest or penalties at some point in the future, it will be classified in the financial statements as tax expense. The income tax provision consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 Federal Current $ 391,198 $ — Deferred (265,998 ) (96,461 ) Change in valuation allowance 265,998 96,461 Income tax provision $ 391,198 $ — The Company’s net deferred tax assets consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 Deferred tax asset Net operating loss carryforward $ — $ 33,531 Startup/Organization expenses 362,459 62,930 Total deferred tax assets 362,459 96,461 Valuation allowance (362,459 ) (96,461 ) Deferred tax asset, net of allowance $ — $ — As of December 31, 2022 and 2021, the Company has U.S. federal net operating loss carryovers of $0 and $159,673, respectively, that do not expire. In assessing the realization of the 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 future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from January 21, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $265,998 and $96,461, respectively. There were no unrecognized tax benefits as of December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues 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 federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of overallotment liability — 8.3 Valuation allowance 44.0 (29.3 ) Effective tax rate 65.0 % 0.0 % The Company files U.S. federal income tax returns and is subject to examination since inception.

Stock-based Compensation

Stock-based Compensation	12 Months Ended
	Dec. 31, 2022
Share-based Payment Arrangement [Abstract]
Stock-based Compensation	Note 8 — Stock-based Compensation On July 27, 2021, the Sponsor transferred 25,000 shares of Class B common stock to each of the three independent director nominees as compensation for their service on the board of directors. The awards will vest simultaneously with the closing of an initial business combination, provided the director has continuously served on the Company’s board of directors through the closing of such initial business combination. As such, the service period for these awards will start on the IPO Date. As the share awards would vest only upon the consummation on a business combination, the compensation expense in relation to these grants would not be recognized until the closing of the initial business combination. As a result, the Company recorded no compensation expense for any periods through December 31, 2022. No awards were granted, exercised or cancelled during the year ended December 31, 2022. The fair value of the Founder Shares on the grant date was approximately $5.26 per share. The valuation performed by the Company determined the fair value of the Founder Shares on the date of grant based on the fair value of the Class A shares discounted for a) the probability of a successful business combination, and b) the lack of marketability. The aggregate grant date fair value of the award related to the 75,000 unvested founder shares amounted to approximately $394,000.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events On January 4, 2023, the Company entered into the Business Combination Agreement with Merger Sub and Carmell, which is described in Note 1. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any further subsequent events that require adjustment or disclosure in the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were substantially held in a money market fund which is comprised of U.S. Treasury Bills, U.S. Treasury Coupons, and U.S Treasury Inflation-Protected Securities. During the year ended December 31, 2022, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligation.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s common stock features 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, 15,444,103 shares of Class A common stock subject to possible redemption are classified in temporary equity outside of the shareholders’ equity (deficit) section of the Company’s balance sheet and were immediately accreted to redemption value at the IPO Date.
Derivative Financial Instruments	Derivative Financial Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified The Public Warrants (see Note 3) and Private Warrants (see Note 6) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815.
Over-Allotment Option	Over-Allotment Option The over-allotment option (see Note 7) was deemed to be a freestanding financial instrument indexed to the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480. The fair value of the overallotment liability at the IPO Date of $158,275 was determined using the Black Scholes option pricing model based on the following assumptions: Risk-free interest rate 0.05 % Dividend rate 0 % Volatility 5.00 % Expected life (in years) 0.12 On August 3, 2021, the Underwriters partially exercised their overallotment option and purchased 444,103 Public Units (see Note 3). The fair value of the corresponding overallotment liability partially extinguished upon exercise of $28,317 was determined using the Black Scholes option pricing model based on the following assumptions: Risk-free interest rate 0.05 % Dividend rate 0 % Volatility 5.00 % Expected life (in years) 0.10 Upon the expiration of the unexercised overallotment options on September 9, 2021, the Company recorded a gain on the expiration of the overallotment option of $127,035.
Business Combination Costs	Business Combination Costs Costs incurred in relation to a potential Business Combination may include legal, accounting, and other expenses. Any such costs are expensed as incurred.
Net Income (Loss) per Common Stock share	Net Income (Loss) per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Common Stock shares outstanding during the period. Weighted average shares for the period from January 21, 2021 (inception) through December 31, 2021 were reduced for the effect of an aggregate of 562,500 Class B Common shares that were subject to forfeiture until the over-allotment option was partially exercised by the underwriters on August 3, 2021 (see Note 5), upon which date the forfeiture provision lapsed for 111,026 Class B Common shares. Subsequent to August 3, 2021, weighted average shares were reduced for the effect of an aggregate of 451,474 Class B Common shares which were ultimately forfeited upon the expiration of the 45-day period The Company’s statements of operations include a presentation of net income (loss) per share subject to redemption in a manner similar to the two-class 480-10-S99-3A, The Company’s Public Warrants (see Note 6) and Private Warrants (see Note 6) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted income (loss) per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. A reconciliation of net income per share is as follows for the year ended December 31, 2022: Year ended December 31, 2022 Class A subject to Class A Class B Allocation of undistributable income 160,151 4,809 40,037 Net income to ordinary shares $ 160,151 $ 4,809 $ 40,037 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.01 $ 0.01 $ 0.01 A reconciliation of net loss per share is as follows for the period from January 21, (Inception) through December 31, 2021: For the period from Janaury 21, 2021 (inception) through December 31, 2021 Class A subject to Class A Class B Allocation of undistributable losses (209,176 ) (6,286 ) (113,920 ) Net loss to ordinary shares $ (209,176 ) $ (6,286 ) $ (113,920 ) Weighted average shares outstanding, basic and diluted 6,973,122 209,549 3,797,628 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) $ (0.03 )
Offering Costs	Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the IPO that are directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with the Public Shares were charged to shareholders’ equity upon the completion of the IPO. Offering costs amounted to $9,897,599 at July 29, 2021, which were allocated between the Class A shares subject to possible redemption and the Public Warrants and charged to shareholders’ equity upon the completion of the IPO. Under the guidance in Staff Accounting Bulletin 107 Topic 5.A, Accounting for Expenses or Liabilities Paid by Principal Stockholder(s), the Company included in these offering costs amounts incurred by the Sponsor through the transfer of Non-Risk The total issuance costs of $10,145,105 were allocated to the Class A shares subject to possible redemption and the Public Warrants based on their relative fair values with $9,905,857 to the Class A shares subject to possible redemption and $239,247 to the Public Warrants.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2022 and 2021, the Company held $156,693,598 and $154,449,121, respectively, of Level 1 financial instruments, which are the Company’s marketable securities held in Trust Account. These assets are measured at fair value on a recurring basis based on quoted market prices for identical securities in the active market. The overallotment liability is measured at fair value using the Black Scholes Option Pricing Model with significant unobservable inputs. The fair value is based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. Therefore, the overallotment liability is considered to be a Level 3 financial instrument. The Company did not hold any liabilities requiring remeasurement on a recurring or non-recurring The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the period from January 21, 2021 (inception) through December 31, 2021: Overallotment Balance at January 21, 2021 (inception) $ — Issuance of overallotment option 158,275 Partial exercise of overallotment option (28,316 ) Change in fair value of overallotment liability (2,924 ) Expiration of overallotment option (127,035 ) Balance at December 31, 2021 $ —
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is 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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recently Issued Accounting Standards	Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Fair Value of the Overallotment Liability	The fair value of the overallotment liability at the IPO Date of $158,275 was determined using the Black Scholes option pricing model based on the following assumptions: Risk-free interest rate 0.05 % Dividend rate 0 % Volatility 5.00 % Expected life (in years) 0.12 Risk-free interest rate 0.05 % Dividend rate 0 % Volatility 5.00 % Expected life (in years) 0.10
Schedule of Reconciliation of Net Loss per Share	A reconciliation of net income per share is as follows for the year ended December 31, 2022: Year ended December 31, 2022 Class A subject to Class A Class B Allocation of undistributable income 160,151 4,809 40,037 Net income to ordinary shares $ 160,151 $ 4,809 $ 40,037 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.01 $ 0.01 $ 0.01 A reconciliation of net loss per share is as follows for the period from January 21, (Inception) through December 31, 2021: For the period from Janaury 21, 2021 (inception) through December 31, 2021 Class A subject to Class A Class B Allocation of undistributable losses (209,176 ) (6,286 ) (113,920 ) Net loss to ordinary shares $ (209,176 ) $ (6,286 ) $ (113,920 ) Weighted average shares outstanding, basic and diluted 6,973,122 209,549 3,797,628 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) $ (0.03 )
Schedule of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis	The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis during the period from January 21, 2021 (inception) through December 31, 2021: Overallotment Balance at January 21, 2021 (inception) $ — Issuance of overallotment option 158,275 Partial exercise of overallotment option (28,316 ) Change in fair value of overallotment liability (2,924 ) Expiration of overallotment option (127,035 ) Balance at December 31, 2021 $ —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Income Tax Provision	The income tax provision consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 Federal Current $ 391,198 $ — Deferred (265,998 ) (96,461 ) Change in valuation allowance 265,998 96,461 Income tax provision $ 391,198 $ —
Schedule of Net Deferred Tax Assets	The Company’s net deferred tax assets consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 Deferred tax asset Net operating loss carryforward $ — $ 33,531 Startup/Organization expenses 362,459 62,930 Total deferred tax assets 362,459 96,461 Valuation allowance (362,459 ) (96,461 ) Deferred tax asset, net of allowance $ — $ —
Schedule of Reconciliation of the Federal Income Tax Rate To The Company's Effective Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of overallotment liability — 8.3 Valuation allowance 44.0 (29.3 ) Effective tax rate 65.0 % 0.0 %

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)					12 Months Ended
	Jan. 04, 2023	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares Issued, Price Per Share					$ 10		$ 10
Restricted Investments Term					185 days
Lock In Period For Redemption Of Public Shares After Closing Of IPO					24 months
Percentage of public shares to be redeemed in case business combination is not consummated					100%
Equity Method Investment, Ownership Percentage					50%
Minimum Net Worth Required for Compliance					$ 5,000,001
Cash					187,664	$ 774,192
Maximum net interests to pay dissolution expenses					100,000
Negative working capital					(1,396,312)
Accumulated deficit					6,018,111	$ 4,762,700
Public Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issuance cost allocation based on derivative fair value					$ 239,247
Sponsor [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants and rights issued during the period					455,000
Class Of Warrants and Rights Issued, Price Per Warrant					$ 10
Proceeds from Issuance of Private Placement					$ 4,550,000
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares Issued, Price Per Share			$ 10
Proceeds from Issuance Initial Public Offering			$ 154,441,030
Stock issuance costs					3,461,151
Payments for Underwriting Expense					3,000,000
Other Offering Costs					461,151
Deferred Offering Costs Current And Noncurrent					1,550,000
Accrued underwriting fees					5,250,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants and rights issued during the period		8,882
Proceeds from Issuance of Private Placement		$ 88,820
Other Offering Costs		3,250
Transaction costs incurred		92,070
Underwriting fees incurred		$ 88,820
Underwriting fees payable upon the consummation of business combination					155,436
Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cash					$ 187,664
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares			15,000,000
Common Class A [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares			15,000,000
Shares Issued, Price Per Share			$ 10
Proceeds from Issuance Initial Public Offering			$ 150,000,000
Overallotment option vesting period			45 days
Common Class B [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares for services					25,000
Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares			600,900
Sale of Stock, Percentage of Ownership before Transaction			9.90%
NonRisk Incentive Private Shares [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of Stock, Consideration Received on Transaction			$ 1,186,448
NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares			225,000
Sale of Stock, Consideration Received on Transaction			$ 1,186,448
Sale of Stock, Price Per Share			$ 5.27
Class A Common Stock Subject To Possible Redemption [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issuance cost allocation based on temporary equity fair value					$ 9,905,857
Class A Common Stock Subject To Possible Redemption [Member] | Public Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issuance costs					$ 10,145,105
Maximum [Member] | Common Class A [Member] | Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares			2,250,000
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock shares issued during the period shares				2,250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		444,103
Stock Issued During Period, Value, Stock Options Exercised		$ 4,441,030
Subsequent Event [Member] | Common Class A [Member] | Carmell Therapeutics Corporation [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Equity interest acquired	$ 150,000,000

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Detail) - USD ($)				11 Months Ended	12 Months Ended
	Sep. 09, 2021	Aug. 03, 2021	Jul. 29, 2021	Dec. 31, 2021	Dec. 31, 2022
Unrecognized Tax Benefits				$ 0	$ 0
Accrued for interest and penalties				$ 0	0
FDIC Insured Amount					250,000
Stock issued during the period share based compensation forfeited				451,474
Offering costs incurred					92,070
Gain on expiration of overallotment option	$ 127,035			$ 127,035	0
Fair value of overallotment liability at the initial public offering date					158,275
Fair value of overallotment liability partially extinguished upon exercise of option		$ 28,317
Marketable securities held in Trust Account				$ 154,449,121	156,693,598
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		444,103
IPO [Member]
Stock issuance costs					$ 3,461,151
Common Class A [Member]
Temporary equity shares outstanding					15,444,103
Common Class A [Member] | IPO [Member]
Offering costs incurred					$ 233,411
Class A Common Stock Subject To Possible Redemption [Member]
Stock issuance cost allocation based on temporary equity fair value					9,905,857
Class A Common Stock Subject To Possible Redemption [Member] | IPO [Member]
Offering costs incurred					9,664,188
Common Class B [Member]
Weighted average shares subject to forfeiture				562,500
Common stock shares for which the forfeiture option expired		111,026
Stock issued during the period share based compensation forfeited				451,474
NonRisk Incentive Private Shares [Member] | Sponsor [Member]
Sale of Stock, Consideration Received on Transaction			$ 1,186,448
Public Warrants [Member]
Stock issuance cost allocation based on derivative fair value					239,247
Public Warrants [Member] | Class A Common Stock Subject To Possible Redemption [Member]
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs					9,897,599
Stock issuance costs					$ 10,145,105

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Fair Value of the Overallotment Liability (Detail)		12 Months Ended
	Aug. 03, 2021	Dec. 31, 2022
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of overallotment liability measurement input	0.05	0.05
Dividend rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of overallotment liability measurement input	0	0
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of overallotment liability measurement input	5	5
Expected life (in years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair value of overallotment liability term	1 month 6 days	1 month 13 days

Significant Accounting Polici_6

Significant Accounting Policies - Schedule of Reconciliation of Net Loss per Share (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of undistributable income/losses Net income/loss to ordinary shares	$ (329,382)	$ 204,997
Class A Common Stock Subject To Possible Redemption [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of undistributable income/losses Net income/loss to ordinary shares	$ (209,176)	$ 160,151
Weighted Average Number of Shares Outstanding, Basic	6,973,122	15,444,103
Weighted Average Number of Shares Outstanding, Diluted	6,973,122	15,444,103
Earnings Per Share, Basic	$ (0.03)	$ 0.01
Earnings Per Share, Diluted	$ (0.03)	$ 0.01
Common Class A [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of undistributable income/losses Net income/loss to ordinary shares	$ (6,286)	$ 4,809
Weighted Average Number of Shares Outstanding, Basic	209,549	463,882
Weighted Average Number of Shares Outstanding, Diluted	209,549	463,882
Earnings Per Share, Basic	$ (0.03)	$ 0.01
Earnings Per Share, Diluted	$ (0.03)	$ 0.01
Common Class B [Member]
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of undistributable income/losses Net income/loss to ordinary shares	$ (113,920)	$ 40,037
Weighted Average Number of Shares Outstanding, Basic	3,797,628	3,861,026
Weighted Average Number of Shares Outstanding, Diluted	3,797,628	3,861,026
Earnings Per Share, Basic	$ (0.03)	$ 0.01
Earnings Per Share, Diluted	$ (0.03)	$ 0.01

Significant Accounting Polici_7

Significant Accounting Policies - Schedule of Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Overallotment liability	11 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance	$ 0
Issuance of overallotment option	158,275
Partial exercise of overallotment option	(28,316)
Change in fair value of overallotment liability	(2,924)
Expiration of overallotment option	(127,035)
Ending balance	$ 0

IPO - Additional information (D

IPO - Additional information (Detail) - USD ($)				12 Months Ended
	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Dec. 31, 2022	Jun. 30, 2021
Shares Issued, Price Per Share				$ 10	$ 10
Private Placement Warrants [Member] | Sponsor [Member]
Class of warrants and rights issued during the period				455,000
Class Of Warrants and Rights Issued, Price Per Warrant				$ 10
Proceeds from Issuance of Private Placement				$ 4,550,000
IPO [Member]
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 154,441,030
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Class of warrants and rights issued during the period	8,882
Proceeds from Issuance of Private Placement	$ 88,820
Common Class A [Member]
Stock shares issued during the period shares		15,000,000
Common Class A [Member] | IPO [Member]
Stock shares issued during the period shares		15,000,000
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 150,000,000
Exercise price of warrant		$ 11.5
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Stock shares issued during the period shares			2,250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	444,103
Stock Issued During Period, Value, Stock Options Exercised	$ 4,441,030

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)							11 Months Ended	12 Months Ended
	Aug. 03, 2021	Jul. 29, 2021	Jul. 27, 2021	Jul. 26, 2021	Jan. 25, 2021	Jan. 21, 2021	Dec. 31, 2021	Dec. 31, 2022	Jun. 30, 2021	Mar. 01, 2021
Stock Issued During Period, Value, Issued for Services							$ 25,000
Shares Issued, Price Per Share								$ 10	$ 10
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited							451,474
Due to related party							$ 2,275	$ 31,979
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party								1,979
Founder Shares [Member]
Common Stock, Shares Subscribed but Unissued						3,593,750
Common stock par or stated value per share						$ 0.0001
Stock Issued During Period, Value, Issued for Services					$ 25,000	$ 25,000
Shares Issued, Price Per Share					$ 0.00696
Stock Issued During Period, Shares, Issued for Services					3,593,750
Office Space Administrative And Support Services [Member]
Expenses from Transactions with Related Party								10,000
Working Capital Loan [Member]
Due to related party							0	0
Debt Instrument, Convertible, Warrants issued								$ 1,500,000
Warrants issued price per warrant								$ 1.5
Administrative Service [Member]
Monthly administrative service fee							0	$ 30,000
Sponsor [Member]
Administrative fees							$ 51,000	$ 120,000
Sponsor [Member] | Darlene DeRemer [Member] | Founder Shares [Member]
Stock shares issued during the period shares			25,000
Sponsor [Member] | Eugene Podsiadlo [Member] | Founder Shares [Member]
Stock shares issued during the period shares			25,000
Sponsor [Member] | William Woodward [Member] | Founder Shares [Member]
Stock shares issued during the period shares			25,000
Sponsor [Member] | Private Placement Warrants [Member]
Class of warrants and rights issued during the period								455,000
Proceeds from Issuance of Private Placement								$ 4,550,000
Over-Allotment Option [Member] | Founder Shares [Member]
Common Stock forfeiture provisions lapsed	111,026
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	451,464
Overallotment option vesting period	45 days
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Class of warrants and rights issued during the period	8,882
Proceeds from Issuance of Private Placement	$ 88,820
IPO [Member]
Shares Issued, Price Per Share		$ 10
Underwriting Agreement [Member] | Founder Shares [Member]
Stock shares issued during the period shares	2,250,000
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	444,103
Stock shares issued during the period shares				2,250,000
Forward Purchase Agreement [Member]
Option granted to direct anchor investors to subscribe to agreement as percentage of aggregate securities sold in one or multiple private placements								60%
Option granted to direct anchor investors to subscribe to agreement percentage of as aggregate securities sold in one or multiple private placements per each direct anchor investor								10%
Common Class A [Member]
Common stock par or stated value per share								$ 0.0001		$ 0.0001
Common stock shares outstanding								463,882
Stock shares issued during the period shares		15,000,000
Common Class A [Member] | Sponsor [Member]
Share price								$ 12
Number of trading days for determining the share price								20 days
Number of consecutive trading days for determining the share price								30 days
Waiting period after which the share trading days are considered								150 days
Common Class A [Member] | IPO [Member]
Shares Issued, Price Per Share		$ 10
Stock shares issued during the period shares		15,000,000
Common Class B [Member]
Common stock par or stated value per share								$ 0.0001		$ 0.0001
Stock Issued During Period, Shares, Issued for Services								25,000
Common stock shares outstanding							4,312,500	3,861,026		4,312,500
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited							451,474
NonRisk Incentive Private Shares [Member] | Sponsor [Member]
Sale of Stock, Consideration Received on Transaction		$ 1,186,448
NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member]
Stock shares issued during the period shares		225,000
Sale of Stock, Consideration Received on Transaction		$ 1,186,448
Sale of Stock, Price Per Share		$ 5.27
Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member]
Stock shares issued during the period shares		600,900
Sale of Stock, Percentage of Ownership before Transaction		9.90%

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) - USD ($)					12 Months Ended
	Aug. 06, 2021	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Dec. 31, 2022	Jul. 14, 2021
NonRisk Incentive Private Shares [Member] | Maximum [Member] | Sponsor [Member]
Percentage of ownership shares through initial Business Combination						10%
Risk Incentive Private Shares [Member] | Minimum [Member] | Sponsor [Member]
Percentage of ownership shares through initial Business Combination						10%
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Stock shares issued during the period shares				2,250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		444,103
Stock Issued During Period, Value, Stock Options Exercised		$ 4,441,030
Cash underwriting discount percent	2%		2%
Payment of underwriting discount	$ 88,820		$ 3,000,000
Deferred underwriting fee percent					3.50%
Deferred underwriting commission					$ 5,405,436

Shareholder's Equity - Addition

Shareholder's Equity - Additional Information (Detail) - $ / shares						11 Months Ended	12 Months Ended
	Sep. 30, 2021	Aug. 03, 2021	Jul. 29, 2021	Mar. 01, 2021	Jan. 25, 2021	Dec. 31, 2021	Dec. 31, 2022
Class of Stock [Line Items]
Equity Method Investment, Ownership Percentage							50%
Preferred stock par or stated value per share							$ 0.0001
Preferred stock shares authorized							1,000,000
Preferred stock shares issued						0	0
Preferred stock shares outstanding						0	0
Stockholders' Equity Note, Stock Split							1:1.2
Volume weighted average price of shares							$ 9.2
Proceeds from equity used for funding business combination as a percentage of the total							60%
Notice period of redemption warrant							30 days
Warrant [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights							$ 11.5
Warrants and rights outstanding term							5 years
Common Class A [Member]
Class of Stock [Line Items]
Stock shares issued during the period shares			15,000,000
Common stock par or stated value per share				$ 0.0001			$ 0.0001
Common stock shares authorized				100,000,000			100,000,000
Common Class A [Member] | Founder [Member]
Class of Stock [Line Items]
Percentage of common stock issued and outstanding							20%
Common Class B [Member]
Class of Stock [Line Items]
Common stock par or stated value per share				$ 0.0001			$ 0.0001
Common stock shares authorized				10,000,000			10,000,000
Stock Issued During Period, Shares, Stock Splits				4,312,500
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock par or stated value per share				$ 0.0001
Preferred stock shares authorized				1,000,000
Redemption of warrants equals or exceeds $18.00 [Member]
Class of Stock [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price							180%
Share price							$ 18
Class of warrants or rights redemption price per unit							$ 0.01
Securities for capital with closing of initial business combination						20 days	20 days
Third trading day prior to date on which company notice of redemption							30 days
Redemption of warrants equals or exceeds $18.00 [Member] | Common Class A [Member]
Class of Stock [Line Items]
Notice period of redemption warrant							30 days
Redemption of warrants below $9.20 [Member]
Class of Stock [Line Items]
Adjusted exercise price of warrants as a percentage of newly issued price							115%
Share price							$ 9.2
Over-Allotment Option [Member]
Class of Stock [Line Items]
Number of additional shares purchased	444,103
Number of shares available for purchase		2,250,000
Number of shares lapsed		111,026
Number of founder shares forfeited		451,464
Over-Allotment Option [Member] | Common Class B [Member]
Class of Stock [Line Items]
Common Stock Shares Subject To Forfeiture						562,500
Over-Allotment Option [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock shares issued during the period shares					3,593,750
Common Stock Shares Subject To Forfeiture					468,750
Equity Method Investment, Ownership Percentage					20%

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax Provision (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Federal
Current	$ 0	$ 391,198
Deferred	(96,461)	(265,998)
Change in valuation allowance	96,461	265,998
Income tax provisions	$ 0	$ 391,198

Income Taxes - Schedule of Net

Income Taxes - Schedule of Net Deferred Tax Assets (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax asset
Net operating loss carryforward	$ 0	$ 33,531
Startup/Organization expenses	362,459	62,930
Total deferred tax assets	362,459	96,461
Valuation allowance	(362,459)	(96,461)
Deferred tax asset, net of allowance	$ 0	$ 0

Income Taxes - Schedule of Reco

Income Taxes - Schedule of Reconciliation of the Federal Income Tax Rate To The Company's Effective Tax Rate (Detail)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21%	21%
Change in fair value of overallotment liability	8.30%	0%
Valuation allowance	(29.30%)	44%
Effective tax rate	0%	65%

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Tax Expense	$ 0	$ 391,198
Change in valuation allowance	96,461	265,998
Unrecognized tax benefits	0	0
Unrecognized tax benefits income tax penalties and interest accrued	$ 0	$ 0
Effective tax rate	0%	65%
U.S. federal statutory rate	21%	21%
Domestic Tax Authority [Member]
Net operating loss carryovers	$ 159,673	$ 0

Stock-based Compensation - Addi

Stock-based Compensation - Additional Information (Detail) - USD ($)		11 Months Ended	12 Months Ended
	Jul. 27, 2021	Dec. 31, 2021	Dec. 31, 2022
Disclosure Of Compensation Related Costs Share Based Payments [Line Items]
Share based compensation		$ 0
Fair value of founder shares on the grant date			$ 5.26
Number of awards granted			0
Number of awards exercised			0
Number of awards cancelled			0
Three Independent Director Nominees [Member] | Common Class B [Member] | Sponsor [Member]
Disclosure Of Compensation Related Costs Share Based Payments [Line Items]
Stock Issued During Period, Shares, New Issues	25,000
Founder Shares [Member]
Disclosure Of Compensation Related Costs Share Based Payments [Line Items]
Founder shares non vested shares			75,000
Founder shares non vested grant date fair value			$ 394,000