Carmell Therapeutics (CTCX) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	May 12, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Document Quarterly 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	86-1645738
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

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 16,133	$ 187,664
Prepaid expenses	111,079	97,538
Total current assets	127,212	285,202
Marketable securities held in Trust Account	158,368,990	156,693,598
Total assets	158,496,202	156,978,800
Current liabilities:
Accounts payable and accrued expenses	1,817,299	1,258,337
Due to related party	71,024	31,979
Income taxes payable	734,526	391,198
Total current liabilities	2,622,849	1,681,514
Deferred underwriting fees payable	0	5,405,436
Total liabilities	2,622,849	7,086,950
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
Accumulated deficit	(1,308,073)	(6,018,111)
Total shareholders' deficit	(1,307,641)	(6,017,679)
Total Liabilities and Shareholders' Deficit	158,496,202	156,978,800
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	157,180,994	155,909,529
Shareholders' equity (deficit):
Common stock value	46	46
Common Class B [Member]
Shareholders' equity (deficit):
Common stock value	$ 386	$ 386

Condensed Consolidated Balan_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock par or stated value per share	$ 0.0001	$ 0.0001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common Class A [Member]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	100,000,000	100,000,000
Temporary Equity, Shares Issued	15,444,103	15,444,103
Temporary Equity, Shares Outstanding	15,444,103	15,444,103
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	463,882	463,882
Common stock shares outstanding	463,882	463,882
Common Class B [Member]
Common stock par or stated value per share	$ 0.0001	$ 0.0001
Common stock shares authorized	10,000,000	10,000,000
Common stock shares issued	3,861,026	3,861,026
Common stock shares outstanding	3,861,026	3,861,026

Condensed Consolidated Stateme

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
General and administrative expenses	$ 756,466	$ 535,142
Loss from operations	(756,466)	(535,142)
Other income:
Dividend and interest income	1,675,861	7,612
Income (Loss) before income taxes	919,395	(527,530)
Income tax provision	(343,328)	0
Net Income (Loss)	576,067	(527,530)
Common Class A [Member]
Other income:
Net Income (Loss)	$ 13,517	$ (12,379)
Weighted average shares outstanding of Class A common stock subject to possible redemption	15,444,103	15,444,103
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption (see Note 2)	$ 0.03	$ (0.03)
Weighted average shares outstanding , Basic	463,882	463,882
Weighted average shares outstanding , Diluted	463,882	463,882
Basic net loss per share	$ 0.03	$ (0.03)
Diluted net loss per share	$ 0.03	$ (0.03)
Common Class B [Member]
Other income:
Net Income (Loss)	$ 112,510	$ (103,030)
Weighted average shares outstanding , Basic	3,861,026	3,861,026
Weighted average shares outstanding , Diluted	3,861,026	3,861,026
Basic net loss per share	$ 0.03	$ (0.03)
Diluted net loss per share	$ 0.03	$ (0.03)

Condensed Consolidated Statemen

Condensed Consolidated Statements of Shareholders' Equity (Deficit) - USD ($)	Total	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 B [Member]	Common Class B [Member] Common Stock [Member]
Beginning Balance at Dec. 31, 2021	$ (4,762,268)	$ (4,762,700)		$ 154,449,121		$ 46		$ 386
Beginning Balance (in Shares) at Dec. 31, 2021				15,144,103		463,882		3,861,026
Accretion to trust earnings for Class A Common stock subject to possible redemption	(7,612)	(7,612)		$ 7,612
Net Income (loss)	(527,530)	(527,530)	$ (412,121)		$ (12,379)		$ (103,030)
Ending Balance at Mar. 31, 2022	(5,297,410)	(5,297,842)		$ 154,456,733		$ 46		$ 386
Ending Balance (in Shares) at Mar. 31, 2022				15,144,103		463,882		3,861,026
Beginning Balance at Dec. 31, 2022	(6,017,679)	(6,018,111)		$ 155,909,529		$ 46		$ 386
Beginning Balance (in Shares) at Dec. 31, 2022				15,444,103		463,882		3,861,026
Deferred underwriting fees waiver	5,405,436	5,405,436
Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned	(1,271,465)	(1,271,465)		$ 1,271,465
Net Income (loss)	576,067	576,067	$ 450,040		$ 13,517		$ 112,510
Ending Balance at Mar. 31, 2023	$ (1,307,641)	$ (1,308,073)		$ 157,180,994		$ 46		$ 386
Ending Balance (in Shares) at Mar. 31, 2023				15,444,103		463,882		3,861,026

Condensed Consolidated State_2

Condensed Consolidated Statement of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 576,067	$ (527,530)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Interest earned in Trust Account	(1,675,392)	(7,612)
Changes in current assets and liabilities:
Prepaid expenses	(13,541)	37,637
Accrued expenses	558,962	346,993
Due to related party	39,045	(1,162)
Income taxes payable	343,328	0
Net cash used in operating activities	(171,531)	(151,674)
Cash Flows from Financing Activities:
Payment of offering costs	0	(27,785)
Net Change in Cash	(171,531)	(179,459)
Cash – beginning of period	187,664	774,192
Cash—end of period	16,133	594,733
Supplemental Disclosure of cash flow information:
Deferred underwriting fees waiver	5,405,436	0
Offering costs included in accrued offerings costs	0	84,700
Accretion of the interest earned in Trust Account	$ 1,271,465	$ 7,612

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Alpha Healthcare Acquisition Corp. III (the “Company”) 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 that the Company has not yet identified (“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 March 31, 2023, the Company has not yet commenced any operations. All activity from January 21, 2021 (inception) through March 31, 2023 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 (the “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 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. Each Private Placement Unit contains one share of Class A common stock (the “Private Placement Share”) and one fourth of one warrant (one whole warrant, a “Private Placement Warrant”). 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 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 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 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. 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 March 31, 2023, the Company had cash outside the Trust Account of $16,133 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 March 31, 2023 and December 31, 2022, none of the principal amount in the Trust Account was withdrawn as described above. As of March 31, 2023, the Company had cash, negative working capital and an accumulated deficit of $16,133, ($2,495,637 ) 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). 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 As disclosed in the Company’s Form 8-K The Notice gave the Company 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company submitted a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. These conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, no later than July, 29, 2023. 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	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Form 10-K 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 March 31, 2023 and December 31, 2022, 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. Through March 31, 2023, the Company has not withdrawn any dividend and interest income from the Trust Account to pay its tax obligations. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and 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 instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. The Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815. 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 loss by the weighted average number of Common Stock shares outstanding during the period. The Company’s condensed consolidated 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 Placement 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 three months ended March 31, 2023: Class A subject to Class A Class B Allocation of undistributable income 450,040 13,517 112,510 Net income to ordinary shares $ 450,040 $ 13,517 $ 112,510 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.03 A reconciliation of net income per share is as follows for the three months ended March 31, 2022: Class A subject to Class A Class B Allocation of undistributable losses (412,121 ) (12,379 ) (103,030 ) Net (loss) to Common shares $ (412,121) $ (12,379) $ (103,030) Weighted average shares outstanding, basic and diluted 15,144,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) $ (0.03 ) 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 condensed consolidated 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 March 31, 2023 and December 31, 2022, the Company held $158,368,990 and $156,693,598, respectively, of Level 1 financial instruments, which are the Company’s marketable securities held in the 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 Company did not hold any assets or liabilities requiring remeasurement on a recurring or nonrecurring basis as of March 31, 2023 and December 31, 2022. 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 related to any uncertain tax benefits as of March 31, 2023 and December 31, 2022. 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	3 Months Ended
	Mar. 31, 2023
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	3 Months Ended
	Mar. 31, 2023
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 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 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 and will be, upon their forfeiture, transferred back to the Sponsor. 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 an 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 balances of $71,024 and $31,979 as of March 31, 2023 and December 31, 2022, respectively, represents $11,024 and $1,979, respectively, of general and administrative costs paid by an executive employee and affiliate of the Sponsor on behalf of the Company and $60,000 and $30,000, respectively, of unpaid monthly administrative services fees (as described below). 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. For each of the three months ended March 31, 2023 and 2022, administrative fees incurred totaled $30,000, included in general and administrative expenses in the accompanying condensed consolidated statement of operations. During the three months ended March 31, 2023 and 2022, administrative service fees incurred totaled $30,000, and $0, respectively. As of March 31, 2023 and December 31, 2022, $60,000 and $30,000, respectively, is owed to the affiliate of the Sponsor for the administrative service fees, included in “due to related party” on the accompanying unaudited condensed consolidated balance sheets. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. 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 March 31, 2023 and December 31, 2022, there were no written agreements in place for the Working Capital Loans, nor were any amounts loaned to the Company by the Sponsor. 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 5). 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.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 7 — Income Taxes The Company’s effective tax rate (“ETR”) is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related The 2021 and 2022 federal tax returns for the Company remain open for examination.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Mar. 31, 2023
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 ( ( In addition to the cash underwriting discounts, under the original agreement, the underwriters were entitled to a deferred underwriting fee of three and a half percent ( On March 20, 2023, the Company received a letter providing notice from the representative of the underwriters, waiving any entitlement to their portion of the $5,405,436 deferred underwriting fee that accrued from their participation as the underwriters of the IPO as they have not been involved in the Business Combination process. This deferred underwriting discount, which previously increased the accumulated deficit due to the accretion of the Class A Common stock subject to possible redemption, was recorded as a recovery in the accumulated deficit during the three months ended March 31, 2023. 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 meet definition of an equity contract. 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, and increases in interest rates. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Shareholder's Equity

Shareholder's Equity	3 Months Ended
	Mar. 31, 2023
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 Units, each 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 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 as-converted by public shareholders) (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any Private Placement Units issued to our Sponsor, officers or directors upon conversion of Working Capital Loans). The Sponsor may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. 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. 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.

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2023
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 be not recognized until the closing of the initial business combination. As a result, the Company recorded no compensation expense for the three months ended March 31, 2023 and 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 amounted to approximately $394,000.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company did not identify any subsequent events that require adjustment or disclosure in the unaudited condensed consolidated financial statements other than discussed below. On May 1, 2023, Sandstone Asset Management notified the Company that it intends to stay invested in its anchor investor position in 1,020,520 shares of the Company’s common stock and 285,875 warrants through the closing of the potential Business Combination with Carmell. This commitment is expected to result in approximately $10.4 million in funds retained by the combined company after the Closing, based on the amount of funds in the Trust Account as of March 31, 2023 (excluding dividend and interest income available for payment of the Company’s taxes).

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis Of Accounting Policy And Consolidation [Policy Text Block]	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X 10-K
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 March 31, 2023 and December 31, 2022, 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. Through March 31, 2023, the Company has not withdrawn any dividend and interest income from the Trust Account to pay its tax obligations.
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 Accounting Standards Codification (“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 feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and 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 instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. The Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815.
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 loss by the weighted average number of Common Stock shares outstanding during the period. The Company’s condensed consolidated 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 Placement 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 three months ended March 31, 2023: Class A subject to Class A Class B Allocation of undistributable income 450,040 13,517 112,510 Net income to ordinary shares $ 450,040 $ 13,517 $ 112,510 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.03 A reconciliation of net income per share is as follows for the three months ended March 31, 2022: Class A subject to Class A Class B Allocation of undistributable losses (412,121 ) (12,379 ) (103,030 ) Net (loss) to Common shares $ (412,121) $ (12,379) $ (103,030) Weighted average shares outstanding, basic and diluted 15,144,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) $ (0.03 )
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 condensed consolidated 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 March 31, 2023 and December 31, 2022, the Company held $158,368,990 and $156,693,598, respectively, of Level 1 financial instruments, which are the Company’s marketable securities held in the 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 Company did not hold any assets or liabilities requiring remeasurement on a recurring or nonrecurring basis as of March 31, 2023 and December 31, 2022.
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 related to any uncertain tax benefits as of March 31, 2023 and December 31, 2022. 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)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of Reconciliation of Net Income (Loss) per Share	A reconciliation of net income per share is as follows for the three months ended March 31, 2023: Class A subject to Class A Class B Allocation of undistributable income 450,040 13,517 112,510 Net income to ordinary shares $ 450,040 $ 13,517 $ 112,510 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.03 $ 0.03 $ 0.03 A reconciliation of net income per share is as follows for the three months ended March 31, 2022: Class A subject to Class A Class B Allocation of undistributable losses (412,121 ) (12,379 ) (103,030 ) Net (loss) to Common shares $ (412,121) $ (12,379) $ (103,030) Weighted average shares outstanding, basic and diluted 15,144,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) $ (0.03 )

Organization and Business Ope_2

Organization and Business Operations - Additional Information (Detail) - USD ($)					3 Months Ended
	Jan. 04, 2023	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Mar. 31, 2023	Dec. 31, 2022	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%
Minimum Net Worth Required for Compliance					$ 5,000,001
Cash					16,133	$ 187,664
Maximum net interests to pay dissolution expenses					100,000
Negative working capital					2,495,637
Accumulated deficit					$ 1,308,073	$ 6,018,111
Target Company [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Equity Method Investment, Ownership Percentage					50%
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
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] | Carmell Therapeutics Corporation [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Equity interest acquired	$ 150,000,000
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
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] | 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

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
FDIC Insured Amount	$ 250,000
Marketable securities held in Trust Account	158,368,990	$ 156,693,598
Proceeds from Sale of Restricted Investments	$ 0
Common Class A [Member]
Temporary equity shares outstanding	15,444,103	15,444,103

Significant Accounting Polici_5

Significant Accounting Policies - Schedule of Reconciliation of Net Income (Loss) per Share (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Schedule Of Earnings Per Share Basic And Diluted [Line Items]
Allocation of undistributable income/losses Net income/loss to ordinary shares	$ 576,067	$ (527,530)
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	$ 450,040	$ (412,121)
Weighted average shares outstanding, basic	15,444,103	15,144,103
Weighted average shares outstanding, diluted	15,444,103	15,144,103
Basic net income (loss) per share	$ 0.03	$ (0.03)
Diluted net income (loss) per share	$ 0.03	$ (0.03)
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	$ 13,517	$ (12,379)
Weighted average shares outstanding, basic	463,882	463,882
Weighted average shares outstanding, diluted	463,882	463,882
Basic net income (loss) per share	$ 0.03	$ (0.03)
Diluted net income (loss) per share	$ 0.03	$ (0.03)
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	$ 112,510	$ (103,030)
Weighted average shares outstanding, basic	3,861,026	3,861,026
Weighted average shares outstanding, diluted	3,861,026	3,861,026
Basic net income (loss) per share	$ 0.03	$ (0.03)
Diluted net income (loss) per share	$ 0.03	$ (0.03)

IPO - Additional information (D

IPO - Additional information (Detail) - USD ($)				3 Months Ended
	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Mar. 31, 2023	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 ($)							3 Months Ended		12 Months Ended
	Aug. 03, 2021	Jul. 29, 2021	Jul. 27, 2021	Jul. 26, 2021	Jan. 25, 2021	Jan. 21, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Jun. 30, 2021	Mar. 01, 2021
Shares Issued, Price Per Share							$ 10			$ 10
Due to related party							$ 71,024		$ 31,979
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party							11,024		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]
Debt Instrument, Convertible, Warrants issued							$ 1,500,000
Warrants issued price per warrant							$ 1.5
Administrative Service [Member]
Administrative fees							$ 30,000	$ 0
Monthly administrative service fee							60,000		$ 30,000
Sponsor [Member]
Administrative fees							$ 30,000	$ 30,000
Sponsor [Member] | Eugene Podsiadlo [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
Over Allotment 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		$ 0.0001
Common stock shares outstanding							463,882		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
Over Allotment Option Vesting Period		45 days
Common Class B [Member]
Common stock par or stated value per share							$ 0.0001		$ 0.0001		$ 0.0001
Common stock shares outstanding							3,861,026		3,861,026		4,312,500
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 ($)					3 Months Ended
	Aug. 06, 2021	Aug. 03, 2021	Jul. 29, 2021	Jul. 26, 2021	Mar. 31, 2023	Mar. 20, 2023	Dec. 31, 2022	Jul. 14, 2021
Deferred Underwriting Fees Payable Noncurrent					$ 0	$ 5,405,436	$ 5,405,436
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						3 Months Ended	11 Months Ended
	Sep. 30, 2021	Aug. 03, 2021	Jul. 29, 2021	Mar. 01, 2021	Jan. 25, 2021	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock par or stated value per share						$ 0.0001		$ 0.0001
Preferred stock shares authorized						1,000,000		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		$ 0.0001
Common stock shares authorized				100,000,000		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		$ 0.0001
Common stock shares authorized				10,000,000		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 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
Over-Allotment Option [Member] | Common Stock [Member] | Initial Shareholders [Member]
Class of Stock [Line Items]
Equity Method Investment, Ownership Percentage					20%

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Effective Income Tax Rate Reconciliation, Percent	37.30%	0%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	37.30%	0%
U.S. federal and state
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21%	21%

Stock-based Compensation - Addi

Stock-based Compensation - Additional Information (Detail) - USD ($)		3 Months Ended
	Jul. 27, 2021	Mar. 31, 2023	Mar. 31, 2022
Disclosure Of Compensation Related Costs Share Based Payments [Line Items]
Share based compensation		$ 0	$ 0
Fair value of founder shares on the grant date		$ 5.26
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 grant date fair value		$ 394,000

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - Sandstone Asset Management [Member] - Subsequent Event [Member] $ in Millions	May 01, 2023 USD ($) shares
Subsequent Event [Line Items]
Stock issued during period, shares, new issues	1,020,520
Class of warrant or right issued during the period	285,875
Amount of funds retained after business combination | $	$ 10.4