NKGen Biotech, Inc. Common Stock (NKGN) 10-K 31 Mar 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-40427
Entity Registrant Name	GRAF ACQUISITION CORP. IV
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2191918
Entity Address, Address Line One	1790 Hughes Landing Blvd., Suite 400
Entity Address, City or Town	The Woodlands
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	346
Local Phone Number	442-0819
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	true
Entity Public Float			$ 166,640
Entity Common Stock, Shares Outstanding		21,451,875
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001845459
Amendment Flag	false
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	New York, New York
Common Stock, par value $0.0001 per share
Document and Entity Information
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GFOR
Security Exchange Name	NYSE
Warrants to purchase one share of Common Stock
Document and Entity Information
Title of 12(b) Security	Warrants to purchase one share of Common Stock
Trading Symbol	GFOR WS
Security Exchange Name	NYSE
Units, each consisting of one share of Common Stock and one-fifth Warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one-fifth of one Warrant
Trading Symbol	GFOR.U
Security Exchange Name	NYSE

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 635,155	$ 1,722,506
Prepaid expenses	242,752	812,724
Total current assets	877,907	2,535,230
Investments held in Trust Account	173,488,201	171,656,153
Total Assets	174,366,108	174,191,383
Current liabilities:
Accounts payable	177,157	51,807
Accrued expenses	2,444,352	1,656,137
Franchise tax payable	42,705	185,205
Income tax payable	181,374
Total current liabilities	2,845,588	1,893,149
Derivative warrant liability	424,940	5,571,410
Deferred underwriting commissions in connection with the initial public offering	2,102,284	6,006,525
Total Liabilities	5,372,812	13,471,084
Commitments and Contingencies
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding as of December 31, 2022 and 2021
Additional paid-in capital	0	0
Accumulated deficit	(4,171,255)	(10,895,130)
Total stockholders' deficit	(4,170,826)	(10,894,701)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	174,366,108	174,191,383
Common stock subject to possible redemption
Current liabilities:
Common stock subject to possible redemption; 17,161,500 shares at redemption value of approximately $10.09 and $10.00 per share as of December 31, 2022 and 2021, respectively	173,164,122	171,615,000
Common stock not subject to possible redemption
Stockholders' Deficit:
Common stock, $0.0001 par value; 400,000,000 shares authorized; 4,290,375 shares issued and outstanding as of December 31, 2022 and 2021 (excluding 17,161,500 shares subject to possible redemption)	$ 429	$ 429

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock subject to possible redemption
Common stock shares subject to possible redemption	17,161,500	17,161,500
Common stock subject to possible redemption, approximate redemption value (in dollars per share)	$ 10.09	$ 10
Common stock not subject to possible redemption
Common stock, shares issued	4,290,375	4,290,375
Common stock, shares outstanding	4,290,375	4,290,375

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
STATEMENTS OF OPERATIONS
General and administrative expenses	$ 2,214,615	$ 2,390,889
General and administrative expenses - related party	108,387	180,000
Franchise tax expenses	185,205	169,141
Loss from operations	(2,508,207)	(2,740,030)
Other income (expenses):
Change in fair value of derivative warrant liability	5,665,840	5,146,470
Offering costs - derivative warrant liability	(34,474)
Loss upon issuance of private placement warrants	(4,154,950)
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability		179,595
Income from investments held in Trust Account	41,153	2,400,690
Other income (expenses)	1,517,569	7,726,755
Net income (loss) before income taxes	(990,638)	4,986,725
Provision for income tax	0	(438,374)
Net income (loss)	$ (990,638)	$ 4,548,351
Weighted average shares outstanding of common stock, basic	15,083,469	21,451,875
Basic net income per share, common stock	$ (0.07)	$ 0.21
Weighted average shares outstanding of common stock, diluted	15,083,469	21,451,875
Diluted net income per share, common stock	$ (0.07)	$ 0.39

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at the beginning at Jan. 27, 2021	$ 0	$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Jan. 27, 2021	0
Increase (decrease) in Stockholders' Deficit
Issuance of common stock to Sponsor	$ 431	24,569	0	25,000
Issuance of common stock to Sponsor (in shares)	4,312,500
Common stock forfeited	$ (2)	2	0
Common stock forfeited (in shares)	22,125
Fair value of Public Warrants included in the Units sold in the Initial Public Offering		7,894,290	0	7,894,290
Offering costs associated with issuance of Public Warrants		(434,186)	0	(434,186)
Accretion to common stock subject to possible redemption amount		7,484,675	9,904,492	17,389,167
Net income (loss)		0	(990,638)	(990,638)
Balance at the end at Dec. 31, 2021	$ 429	0	(10,895,130)	(10,894,701)
Balance at the end (in shares) at Dec. 31, 2021	4,290,375
Increase (decrease) in Stockholders' Deficit
Adjustment for accretion of Class A common stock subject to possible redemption amount		0	2,175,524	2,175,524
Net income (loss)		0	4,548,351	4,548,351
Balance at the end at Dec. 31, 2022	$ 429	$ 0	$ (4,171,255)	$ (4,170,826)
Balance at the end (in shares) at Dec. 31, 2022	4,290,375

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 2,959,529	$ 3,847,094	$ (990,638)	$ 4,548,351
Adjustments to reconcile net income (loss) to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of common stock			1,000
General and administrative expenses paid by related party under promissory note			1,981
Offering costs - derivative warrant liability			34,474
Loss upon issuance of private placement warrants			4,154,950
Change in fair value of derivative warrant liability	(4,296,600)	(4,863,180)	(5,665,840)	(5,146,470)
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability	(179,595)	(179,595)		(179,595)
Income from investments held in Trust Account	(168,792)	(1,073,311)	(41,153)	(2,400,690)
Change in operating assets and liabilities:
Prepaid expenses	288,199	394,156	(812,724)	569,972
Accounts payable	79,438	195,119	51,807	125,350
Franchise tax payable	(56,214)	(163,696)	185,205	(142,500)
Income tax payable		164,076		181,374
Accrued expenses	940,161	684,840	1,557,213	873,215
Net cash used in operating activities	462,449	994,497	(1,523,725)	(1,570,993)
Cash Flows from Investing Activities
Cash deposited in Trust Account			(171,615,000)
Income from investments released from Trust Account to pay for taxes				568,642
Net cash provided by (used in) investing activities			(171,615,000)	568,642
Cash Flows from Financing Activities:
Proceeds from note payable to related party			500
Repayment of note payable to related party			(69,809)
Proceeds received from initial public offering, gross			171,615,000
Proceeds received from private placement			7,082,300
Offering costs paid			(3,766,760)	(85,000)
Net cash provided by (used in) financing activities			174,861,231	(85,000)
Net change in cash			1,722,506	(1,087,351)
Cash - beginning of the period	$ 1,722,506	$ 1,722,506	0	1,722,506
Cash - end of the period			1,722,506	635,155
Supplemental disclosure of noncash activities:
Offering costs paid by Sponsor in exchange for issuance of common stock			24,000
Offering costs included in accrued expenses			98,924	13,924
Offering costs paid by related party under promissory note			$ 67,327
Supplemental cash flow information:
Cash paid for taxes				$ 257,000

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1-Description of Organization and Business Operations Graf Acquisition Corp. IV (the “Company”), is a newly organized blank check company incorporated in Delaware and formed for the purpose of effecting into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from January 28, 2021 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the proceeds derived from the Initial Public Offering. The Company’s sponsor is Graf Acquisition Partners IV LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on May 20, 2021. On May 25, 2021, the Company consummated its Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $8.8 million, of which approximately $5.3 million was for deferred underwriting commissions (see Note 4). The Company granted the underwriter a 45-day Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,433,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.7 million (see Note 5). Simultaneously with the closing of the Over-Allotment on June 2, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 288,200 Private Placement Warrants at $1.50 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of approximately $432,000. Upon the closing of the Initial Public Offering, Over-Allotment, and Private Placement, $171.6 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, Over-Allotment and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) in the United States maintained by Continental Stock Transfer & Trust Company, as trustee, and has been invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares were recorded at a redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Charter”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the shares of common stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, executive officers, and directors have agreed not to propose an amendment to the Charter that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. If a Business Combination has not been consummated within 24 months from the closing of the Initial Public Offering, or May 25, 2023 or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation (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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. The Company will seek to have all third parties (except the Company’s independent registered public accounting firm) and any prospective target businesses enter into valid and enforceable agreements with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. The Company’s insiders agreed that they will be jointly and severally liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per Public Share, except as to any claims by a third party who executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company’s insiders may not be able to satisfy their indemnification obligations. Moreover, the Company’s insiders will not be liable to the Public Stockholders and instead will only have liability to the Company. Liquidity and Going Concern As of December 31, 2022, we had approximately $0.6 million in our operating bank account and working capital deficit of approximately $2.0 million. The Company’s liquidity needs through December 31, 2022 were satisfied through a payment of $25,000 from the Sponsor to purchase the Founder Shares, the loan of approximately $67,000 from the Sponsor under the Note (as defined in Note 5 to the financial statements), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on May 26, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, provide Working Capital Loans (as defined in Note 5 to the financial statements). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition, the mandatory liquidation and subsequent dissolution that will be required if the Company does not complete a business combination before May 25, 2023 or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation raises substantial doubt about the Company’s ability to continue as a going concern. Although management expects that it will be able to raise additional capital to support its planned activities and complete a business combination on or prior to May 25, 2023 or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation, it is uncertain whether it will be able to do so. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 25, 2023 or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate of incorporation. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or any shareholder-approved extension deadline.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	12 Months Ended
	Dec. 31, 2022
Restatement of Previously Issued Financial Statements
Restatement of Previously Reported Balance Sheet	Note 2. Restatement of Previously Issued Financial Statements ​ The Company had recognized a liability upon closing of its initial public offering in May 2021 for a portion of the underwriters’ commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the initial public offering. On May 16, 2022, J.P. Morgan Securities LLC irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement. The Company recognized the waiver as an extinguishment, with a resulting non-operating gain recognized in its statements of operations reported in in the Company’s Form 10-Qs for the quarterly periods ended June 30, 2022 and September 30, 2022 (the “Affected Quarterly Periods”). Upon subsequent review and analysis, management concluded that the Company should have recognized the portion allocated to Public Shares as an adjustment to the carrying value of the Class A common stock subject to possible redemption and the remaining balance as a gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liabilities. ​ Therefore, the Company’s management and the audit committee of the Company’s Board of Directors concluded that the Company’s Affected Quarterly Periods should no longer be relied upon and that it is appropriate to restate them. As such, the Company will restate its financial statements in this Form 10-K. The previously presented Affected Quarterly Period should no longer be relied upon. Further, the Company’s management has considered the effect of the foregoing on the Company’s prior conclusions of the adequacy of its internal control over financial reporting and disclosure controls and procedures as of June 30, 2022 and September 30, 2022. As a result of the error, management has determined that a material weakness existed in the Company’s internal control over financial reporting as of the December 31, 2022. See Part II Item 9A – Controls and Procedures within this Annual Report for a description of these matters. Impact of the Restatement The impact of the restatement on the statements of operations, statements of changes in stockholders’ deficit and statements of cash flows for the affected period is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. Statements of Operations: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statements of operations for the three and six months ended June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Loss from operations ​ $ (968,952) ​ — ​ (968,952) Other income (expenses) ​ ​ ​ Change in fair value of derivative warrant liabilities ​ 1,605,330 ​ — ​ 1,605,330 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability ​ 3,904,241 ​ (3,724,646) ​ 179,595 Income from investments held in Trust Account ​ 124,764 ​ — ​ 124,764 Net income before income tax expenses ​ 4,665,383 ​ (3,724,646) ​ 940,737 Income tax benefit ​ 15,402 ​ — ​ 15,402 Net income ​ $ 4,680,785 ​ $ (3,724,646) ​ $ 956,139 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding of common stock, basic and diluted ​ 21,451,875 ​ — ​ 21,451,875 Basic and diluted net income per share, common stock ​ $ 0.22 ​ $ (0.17) ​ $ 0.04 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Loss from operations ​ $ (1,700,860) ​ $ — ​ $ (1,700,860) Other income (expenses) ​ ​ ​ Change in fair value of derivative warrant liabilities ​ 4,296,600 ​ — ​ 4,296,600 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability ​ 3,904,241 ​ (3,724,646) ​ 179,595 Income from investments held in Trust Account ​ 168,792 ​ — ​ 168,792 Net income before income tax expenses ​ 6,668,773 ​ (3,724,646) ​ 2,944,127 Income tax benefit ​ 15,402 ​ — ​ 15,402 Net income ​ $ 6,684,175 ​ $ (3,724,646) ​ $ 2,959,529 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding of common stock, basic and diluted ​ 21,451,875 ​ — ​ 21,451,875 Basic and diluted net income per share, common stock ​ $ 0.31 ​ $ (0.17) ​ $ 0.14 ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of operations for the nine months ended September 30, 2022 (there were no adjustments to the three months ended September 30, 2022): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended September 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Loss from operations ​ $ (2,104,916) ​ $ — ​ $ (2,104,916) Other income (expenses) ​ ​ ​ Change in fair value of derivative warrant liabilities ​ 4,863,180 ​ — ​ 4,863,180 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability ​ 3,904,241 ​ (3,724,646) ​ 179,595 Income from investments held in Trust Account ​ 1,073,311 ​ — ​ 1,073,311 Net income before income tax expenses ​ 7,735,816 ​ (3,724,646) ​ 4,011,170 Income tax expense ​ (164,076) ​ — ​ (164,076) Net income ​ $ 7,571,740 ​ $ (3,724,646) ​ $ 3,847,094 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding of common stock, basic and diluted ​ 21,451,875 ​ — ​ 21,451,875 Basic and diluted net income per share, common stock ​ $ 0.35 ​ $ (0.17) ​ $ 0.18 ​ Statement of Changes in Stockholders’ Deficit: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of changes in stockholders’ deficit for the six months ended June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Adjustment for accretion of Class A common stock subject to possible redemption amount - accumulated deficit ​ $ — ​ $ 3,724,646 ​ $ 3,724,646 ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of changes in stockholders’ deficit for the nine months ended September 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended September 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Adjustment for accretion of Class A common stock subject to possible redemption amount - accumulated deficit ​ $ (582,502) ​ $ 3,724,646 ​ $ 3,142,144 ​ Statement of Cash Flows: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 6,684,175 ​ $ (3,724,646) ​ $ 2,959,529 Adjustments to reconcile net income to net cash used in operating activities: ​ ​ ​ ​ Change in fair value of derivative warrant liability ​ (4,296,600) ​ — ​ (4,296,600) Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability ​ (3,904,241) ​ 3,724,646 ​ (179,595) Income from investments held in Trust Account ​ (168,792) ​ — ​ (168,792) Changes in operating assets and liabilities: ​ ​ ​ Prepaid expenses ​ 288,199 ​ — ​ 288,199 Prepaid expenses - related party ​ (13,173) ​ — ​ (13,173) Deferred tax asset ​ (15,402) ​ — ​ (15,402) Accounts payable ​ 79,438 ​ — ​ 79,438 Franchise tax payable ​ (56,214) ​ — ​ (56,214) Accrued expenses ​ 940,161 ​ — ​ 940,161 Net cash used in operating activities ​ $ (462,449) ​ $ — ​ $ (462,449) ​ The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the nine months ended September 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended September 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 7,571,740 ​ $ (3,724,646) ​ $ 3,847,094 Adjustments to reconcile net income to net cash used in operating activities: ​ ​ ​ ​ ​ ​ Change in fair value of derivative warrant liability ​ (4,863,180) ​ — ​ (4,863,180) Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability ​ (3,904,241) ​ 3,724,646 ​ (179,595) Income from investments held in Trust Account ​ (1,073,311) ​ — ​ (1,073,311) Changes in operating assets and liabilities: ​ ​ ​ Prepaid expenses ​ 394,156 ​ — ​ 394,156 Accounts payable ​ 195,119 ​ — ​ 195,119 Franchise tax payable ​ (163,696) ​ — ​ (163,696) Income tax payable ​ 164,076 ​ — ​ 164,076 Accrued expenses ​ 684,840 ​ — ​ 684,840 Net cash used in operating activities ​ $ (994,497) ​ $ — ​ $ (994,497) ​

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Summary of Significant Accounting Policies	Note 3-Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in the Trust Account Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB Topic ASC 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature, other than the derivative warrant liabilities. (see Note 10). 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 consist of: ● 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. Derivative Warrant Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company will evaluate its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Private Placement Warrants as of December 31, 2022 and 2021, is determined using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, underwriting fees, accounting, and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liability will be expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares issued were charged to stockholders’ equity upon the completion of the Initial Public Offering. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable common stock (including shares of 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of Initial Public Offering (including exercise of the over-allotment option), 17,161,500 shares of common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. As of December 31, 2022 and 2021, the Company had full valuation allowance against the deferred tax assets. ASC 740 prescribes a 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. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 8,153,833 shares of common stock in the calculation of diluted income (loss) per common stock, because their exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common stock for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering
Initial Public Offering	Note 4-Initial Public Offering On May 25, 2021, the Company consummated its Initial Public Offering of 15,000,000 Units, at $10.00 per Unit, generating gross proceeds of $150.0 million, and incurring offering costs of approximately $8.8 million, of which approximately $5.3 million was for deferred underwriting commissions. The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On June 2, 2021, the underwriters partially exercised the over-allotment option and purchased 2,161,500 additional Units (the “Additional Units”), generating gross proceeds of approximately $21.6 million (the “Over-Allotment”). The Company incurred additional offering costs of approximately $1.2 million in connection with the Over-Allotment (of which approximately $0.8 million was for deferred underwriting fees). On May 16, 2022, one of the underwriters waived their deferred fee of approximately $3.9 million. Each Unit consists of one share of common stock, and one

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions
Related Party Transactions	Note 5-Related Party Transactions Founder Shares On February 13, 2021, Graf Acquisition Partners LLC (“Graf LLC”) paid an aggregate of $25,000 for certain offering costs on behalf of the Company in exchange for issuance of 4,312,500 shares of common stock (the “Founder Shares”). On April 2, 2021, Graf LLC transferred all of its Founder shares to the Sponsor. On April 8, 2021, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors, resulting in the Sponsor holding 4,252,500 Founder Shares. The holders of the Founder Shares agreed to forfeit up to an aggregate of 562,500 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters partially exercised their over-allotment option on June 2, 2021, and forfeited the remaining option; and, as a result, an aggregate of 22,125 Founder Shares were forfeited, resulting in 4,290,375 Founder Shares outstanding. On July 14, 2021, the Sponsor transferred 20,000 Founder Shares to Alexandra Lebenthal in connection with her appointment to the Company’s board of directors. The Initial Stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,433,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.7 million. Simultaneously with the closing of the Over-Allotment on June 2, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 288,200 Private Placement Warrants at $1.50 per Private Placement Warrant (the “Additional Private Placement Warrants”), generating additional gross proceeds of approximately $0.4 million. Each whole Private Placement Warrant entitles the holder thereof to purchase one common stock at an exercise price of $11.50 per full share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees (see Note 9). Related Party Loans On January 29, 2021, the Sponsor agreed to loan the Company up to $150,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the consummation of the Initial Public Offering. The Company had borrowed approximately $70,000 under the Note. The Note was paid back in full on May 26, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors 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 (the “Working Capital Loans”). Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the initial Business Combination, without interest. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into additional warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement On May 20, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on the NYSE through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay G-SPAC Management LLC, an affiliate of the Sponsor, $15,000 per month for office space, utilities, secretarial, administrative and support services provided to the Company and members of the management team. For the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, the Company incurred expenses of approximately $180,000 and $108,000, respectively, under this agreement. As of December 31, 2022 and 2021, the Company had no outstanding for services in connection with such agreement on the accompanying balance sheets. Other Related Party Transactions On December 21, 2022, the Company’s stockholders approved the payment of compensation of $16,667 per month base to the Company’s full-time Chief Financial Officer plus any related taxes (including, without limitation, Medicare and social security), governmental payments and health care benefits, for services rendered to the Company as an employee, contractor or otherwise from May 6, 2022 (retroactive) through the Company’s closing of a Business Combination. The stockholders also approved the payment of up to $6,000 per month in aggregate for health care benefits for the officers of the Company who are not otherwise receiving compensation from the Company. For the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, the Company incurred expenses of approximately $158,000 and $0, respectively. As of December 31, 2022 and 2021, the Company had no outstanding for services in connection with such stockholder approval on the accompanying balance sheets. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 6-Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering. These holders were entitled to make up to three demands, excluding short form registration demands, that the Company registered such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 2,250,000 additional Units less the underwriting discounts and commissions. On June 2, 2021, the underwriters partially exercised the over-allotment option. On June 2, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 2,161,500 Units. The underwriters were entitled to an underwriting discount of $0.20 per unit, or $3.4 million in the aggregate, paid upon the closing of the Initial Public Offering ($3.0 million) and Over-Allotment (approximately $0.4 million). In addition, $0.35 per unit, or approximately $6.0 million in the aggregate was payable to the underwriters for deferred underwriting commissions (approximately $5.25 million related to the Initial Public Offering and $0.8 million related to the Over-Allotment). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On May 16, 2022, J.P. Morgan Securities LLC (“JPM”), one of the representatives of the underwriters of the Company’s Initial Public Offering, waived their deferred underwriting fee that accrued from JPM’s participation in the Initial Public Offering of approximately $3.9 million. The Company derecognized approximately $3.7 million of the commissions waiver allocated to Public Shares to the carrying value of the common stock subject to possible redemption and the remaining balance of approximately $180,000 as a gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a new 1% U.S. federal excise tax on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations) beginning in 2023, with certain exceptions (the “Excise Tax”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. Because we are a Delaware corporation and our securities are trading on the NYSE, we are a “covered corporation” for this purpose. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the Excise Tax, including with respect to some transactions in which SPACs typically engage. In the notice, the Treasury appears to have intended to exempt from the excise tax any distributions, including those that occur in connection with redemptions, by a corporation in the same year it completely liquidates, but the guidance is not clearly drafted and arguably could be interpreted to have a narrower application. Consequently, a substantial risk remains that any redemptions would be subject to the Excise Tax, including in circumstances where we either engage in a business combination in 2023 in which we do not issue shares sufficient to offset the earlier redemptions or liquidate later in 2023. Because the application of the Excise Tax is not entirely clear, any redemption or other repurchase effected by us, in connection with a business combination, extension vote or otherwise, may be subject to the Excise Tax. Whether and to what extent we would be subject to the Excise Tax on a redemption of our shares of common stock or other stock issued by us would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock in connection with our initial business combination, an extension or otherwise (iii) the structure of the initial business combination, (iv) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination (or otherwise issued not in connection with the initial business combination but issued within the same taxable year of a redemption treated as a repurchase of stock) and (v) the content of regulations and other guidance from the U.S. Department of the Treasury. As noted above, the Excise Tax would be payable by us, and not by the redeeming holder, and the mechanics of any required payment of the Excise Tax have not yet been determined. The imposition of the Excise Tax could cause a reduction in the cash available on hand to complete an initial business combination or for effecting redemptions and may affect our ability to complete an initial business combination. To mitigate the current uncertainty surrounding the implementation of the IR Act, in the event that any excise tax is accrued in connection with any redemption event, the Sponsor intends to indemnify the Company for any Excise Tax liabilities resulting from the implementation of the IR Act with respect to any future redemptions. For the avoidance of doubt, the proceeds deposited in the trust account and the interest earned thereon shall not be used to pay for any Excise Tax due under the IR Act in connection with any redemptions of the public shares in connection with any redemption event.

Common Stock Subject to Possibl

Common Stock Subject to Possible Redemption	12 Months Ended
	Dec. 31, 2022
Common Stock Subject to Possible Redemption
Common Stock Subject to Possible Redemption	Note 7- Common Stock Subject to Possible Redemption 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 future events. The Company is authorized to issue 400,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 21,451,875 shares of common stock outstanding, of which 17,161,500 shares were subject to possible redemption and classified outside of permanent equity in the balance sheets. The common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 171,615,000 Less: ​ Fair value of Public Warrants at issuance ​ ​ (7,894,290) Offering costs allocated at common stock subject to possible redemption ​ (9,494,877) Plus: ​ Accretion on common stock subject to possible redemption ​ 17,389,167 Common stock subject to possible redemption as of December 31, 2021 ​ ​ 171,615,000 Plus: ​ ​ ​ Waiver of offering costs allocated to common stock subject to possible redemption ​ ​ 3,724,646 Less: ​ ​ ​ Adjustment for accretion of common stock subject to possible redemption amount ​ ​ (2,175,524) Common stock subject to possible redemption as of December 31, 2022 ​ $ 173,164,122 ​

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Deficit
Stockholders' Deficit	Note 8-Stockholders’ Deficit Preferred stock Common Stock —

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Warrants
Warrants	Note 9-Warrants As of December 31, 2022 and 2021, the Company has 3,432,300 and 4,721,533 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable commencing 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60 business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrant has an exercise price of $11.50 per full share 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 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 common stock (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the 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 after the day on which the Company consummates the 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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, it will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers or any of their permitted transferees. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value of Measurements

Fair Value of Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value of Measurements
Fair Value of Measurements	Note 10-Fair Value of Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31,2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 172,885,459 ​ $ — ​ $ — Money market funds (1) ​ $ 602,742 ​ $ — ​ $ — Liabilities ​ ​ ​ Derivative Warrant liability- Private warrants ​ $ — ​ $ — ​ $ 424,940 ​ December 31,2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ ​ ​ ​ Other ​ Other ​ ​ Quoted Prices in ​ Observable ​ Unobservable ​ ​ Active Markets ​ Inputs ​ Inputs Description (Level 1) (Level 2) (Level 3) Assets (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 171,656,153 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Warrant liability- Private warrants ​ $ — ​ $ — ​ $ 5,571,410 (1) Includes cash balance held within the Trust Account of $1,264 and $1,153 at December 31, 2022 and 2021, respectively. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1 2 3 Level 1 assets include investments in U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Private Placement Warrants was measured at fair value using a Black-Scholes model. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Black-Scholes model is assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. For the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, the Company recognized a gain in the statements of operations resulting from a decrease in fair value of the derivative warrant liabilities of approximately $5.1 million and $5.7 million, respectively, presented as change in fair value of derivative warrant liability in the accompanying statements of operations. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 2021 ​ Exercise price $ 11.50 ​ $ 11.50 ​ Share price ​ $ 9.95 ​ $ 9.69 ​ Expected term (years) ​ ​ 5.40 ​ ​ 5.98 ​ Volatility ​ ​ 5.50 % ​ 16.20 % Risk-free rate ​ ​ 3.98 % ​ 1.35 % Probability of completion of Business Combination ​ ​ 10.00 % ​ 100.00 % Dividend yield (per share) ​ ​ 0.00 % ​ 0.00 % ​ The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, is summarized as follows: ​ ​ ​ ​ ​ Derivative warrant liability at December 31, 2021 $ 5,571,410 Change in fair value of derivative warrant liability ​ (5,146,470) Derivative warrant liability at December 31, 2022 ​ $ 424,940 ​ ​ ​ ​ ​ Derivative warrant liability at January 28, 2021 (inception) $ — Issuance of Private Placement Warrants ​ ​ 10,551,330 Issuance of Private Placement Warrants (over-allotment) ​ ​ 685,920 Change in fair value of derivative warrant liability ​ ​ (5,665,840) Derivative warrant liability at December 31, 2021 ​ $ 5,571,410 ​

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Taxes
Income Taxes	Note 11 --Income Taxes ​ The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. For the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, there was income tax expense of approximately $438,000 ​ The income tax provision (benefit) consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ ​ ​ ​ January 28, 2021 ​ ​ For the Year Ended ​ (inception) through ​ ​ December 31, 2022 ​ December 31, 2021 Current ​ ​ Federal ​ $ 438,374 ​ $ — State ​ — ​ — Deferred ​ ​ Federal ​ (539,887) ​ 518,081 State ​ — ​ Valuation allowance ​ 539,887 ​ (518,081) Income tax provision ​ $ 438,374 ​ $ — ​ The Company's net deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 Deferred tax assets: ​ ​ Start-up/Organization costs ​ $ 1,027,717 ​ $ 487,830 Net operating loss carryforwards ​ — ​ 30,251 Total deferred tax assets ​ 1,027,717 ​ 518,081 Valuation allowance ​ (1,027,717) ​ (518,081) Deferred tax asset, net of allowance ​ $ — ​ $ — ​ As of December 31, 2022 and 2021, the Company had $0 and $144,052, respectively, of U.S. federal operating loss carryovers that do not expire and are available to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all 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 years ended December 31, 2022 and 2021, the change in the valuation allowance was $1,027,717and $518,081, 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 at December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. ​ A reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate (benefit) is as follows for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 Statutory Federal income tax rate 21.0 % 21.0 % Offering Costs 0.0 % (0.7) % Loss upon issuance of private placement warrants 0.0 % (88.1) % Gain on settlement of deferred underwriting commissions (0.8) % 0.0 % Change in fair value of warrant liabilities (21.7) % 120.1 % Change in Valuation Allowance 10.8 % (52.3) % Income tax provision 9.3 % 0.0 % ​

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events
Subsequent Events	Note 12-Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 23, 2023, the Company and NKGen Biotech, Inc. (“NKGen Biotech”), a biotechnology company focused on harnessing the power of the body’s immune system through the development of natural killer cell therapies, issued a press release to announce that they had entered into a non-binding letter of intent for a potential business combination.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of 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 income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.
Investments Held in the Trust Account	Investments Held in the Trust Account
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB Topic ASC 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature, other than the derivative warrant liabilities. (see Note 10).
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● 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.
Derivative Warrant Liability	Derivative Warrant Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company will evaluate its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The fair value of the Private Placement Warrants as of December 31, 2022 and 2021, is determined using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, underwriting fees, accounting, and other costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liability will be expensed as incurred, presented as non-operating expenses in the statements of operations. Offering costs associated with the Public Shares issued were charged to stockholders’ equity upon the completion of the Initial Public Offering.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. Common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable common stock (including shares of 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of Initial Public Offering (including exercise of the over-allotment option), 17,161,500 shares of common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Under ASC 480-10-S99, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement 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. As of December 31, 2022 and 2021, the Company had full valuation allowance against the deferred tax assets. ASC 740 prescribes a 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. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
Net Income Per Share of Common Stock	Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 8,153,833 shares of common stock in the calculation of diluted income (loss) per common stock, because their exercise is contingent upon future events. As a result, diluted net income per common stock is the same as basic net income per common stock for the year ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable common stock is excluded from earnings per share as the redemption value approximates fair value.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Restatement of Previously Repor

Restatement of Previously Reported Balance Sheet (Tables)	12 Months Ended
	Dec. 31, 2022
Restatement of Previously Issued Financial Statements
Schedule of impact of restatement on statement of operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended June 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Loss from operations ​ $ (968,952) ​ — ​ (968,952) Other income (expenses) ​ ​ ​ Change in fair value of derivative warrant liabilities ​ 1,605,330 ​ — ​ 1,605,330 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability ​ 3,904,241 ​ (3,724,646) ​ 179,595 Income from investments held in Trust Account ​ 124,764 ​ — ​ 124,764 Net income before income tax expenses ​ 4,665,383 ​ (3,724,646) ​ 940,737 Income tax benefit ​ 15,402 ​ — ​ 15,402 Net income ​ $ 4,680,785 ​ $ (3,724,646) ​ $ 956,139 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding of common stock, basic and diluted ​ 21,451,875 ​ — ​ 21,451,875 Basic and diluted net income per share, common stock ​ $ 0.22 ​ $ (0.17) ​ $ 0.04 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Loss from operations ​ $ (1,700,860) ​ $ — ​ $ (1,700,860) Other income (expenses) ​ ​ ​ Change in fair value of derivative warrant liabilities ​ 4,296,600 ​ — ​ 4,296,600 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability ​ 3,904,241 ​ (3,724,646) ​ 179,595 Income from investments held in Trust Account ​ 168,792 ​ — ​ 168,792 Net income before income tax expenses ​ 6,668,773 ​ (3,724,646) ​ 2,944,127 Income tax benefit ​ 15,402 ​ — ​ 15,402 Net income ​ $ 6,684,175 ​ $ (3,724,646) ​ $ 2,959,529 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding of common stock, basic and diluted ​ 21,451,875 ​ — ​ 21,451,875 Basic and diluted net income per share, common stock ​ $ 0.31 ​ $ (0.17) ​ $ 0.14 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended September 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Loss from operations ​ $ (2,104,916) ​ $ — ​ $ (2,104,916) Other income (expenses) ​ ​ ​ Change in fair value of derivative warrant liabilities ​ 4,863,180 ​ — ​ 4,863,180 Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability ​ 3,904,241 ​ (3,724,646) ​ 179,595 Income from investments held in Trust Account ​ 1,073,311 ​ — ​ 1,073,311 Net income before income tax expenses ​ 7,735,816 ​ (3,724,646) ​ 4,011,170 Income tax expense ​ (164,076) ​ — ​ (164,076) Net income ​ $ 7,571,740 ​ $ (3,724,646) ​ $ 3,847,094 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding of common stock, basic and diluted ​ 21,451,875 ​ — ​ 21,451,875 Basic and diluted net income per share, common stock ​ $ 0.35 ​ $ (0.17) ​ $ 0.18 ​
Schedule of impact of restatement on statements of changes in stockholders' deficit	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Adjustment for accretion of Class A common stock subject to possible redemption amount - accumulated deficit ​ $ — ​ $ 3,724,646 ​ $ 3,724,646 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended September 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Adjustment for accretion of Class A common stock subject to possible redemption amount - accumulated deficit ​ $ (582,502) ​ $ 3,724,646 ​ $ 3,142,144 ​
Schedule of impact of restatement on statement of cash flows	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Six Months Ended June 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 6,684,175 ​ $ (3,724,646) ​ $ 2,959,529 Adjustments to reconcile net income to net cash used in operating activities: ​ ​ ​ ​ Change in fair value of derivative warrant liability ​ (4,296,600) ​ — ​ (4,296,600) Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability ​ (3,904,241) ​ 3,724,646 ​ (179,595) Income from investments held in Trust Account ​ (168,792) ​ — ​ (168,792) Changes in operating assets and liabilities: ​ ​ ​ Prepaid expenses ​ 288,199 ​ — ​ 288,199 Prepaid expenses - related party ​ (13,173) ​ — ​ (13,173) Deferred tax asset ​ (15,402) ​ — ​ (15,402) Accounts payable ​ 79,438 ​ — ​ 79,438 Franchise tax payable ​ (56,214) ​ — ​ (56,214) Accrued expenses ​ 940,161 ​ — ​ 940,161 Net cash used in operating activities ​ $ (462,449) ​ $ — ​ $ (462,449) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Nine Months Ended September 30, 2022 ​ As Previously Restatement ​ ​ ​ Reported ​ Adjustment ​ As Restated Net income ​ $ 7,571,740 ​ $ (3,724,646) ​ $ 3,847,094 Adjustments to reconcile net income to net cash used in operating activities: ​ ​ ​ ​ ​ ​ Change in fair value of derivative warrant liability ​ (4,863,180) ​ — ​ (4,863,180) Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability ​ (3,904,241) ​ 3,724,646 ​ (179,595) Income from investments held in Trust Account ​ (1,073,311) ​ — ​ (1,073,311) Changes in operating assets and liabilities: ​ ​ ​ Prepaid expenses ​ 394,156 ​ — ​ 394,156 Accounts payable ​ 195,119 ​ — ​ 195,119 Franchise tax payable ​ (163,696) ​ — ​ (163,696) Income tax payable ​ 164,076 ​ — ​ 164,076 Accrued expenses ​ 684,840 ​ — ​ 684,840 Net cash used in operating activities ​ $ (994,497) ​ $ — ​ $ (994,497)

Common Stock Subject to Possi_2

Common Stock Subject to Possible Redemption (Tables)	12 Months Ended
	Dec. 31, 2022
Common Stock Subject to Possible Redemption
Schedule of common stock subject to possible redemption	The common stock subject to possible redemption reflected on the balance sheets is reconciled on the following table: ​ ​ ​ ​ ​ Gross proceeds from Initial Public Offering $ 171,615,000 Less: ​ Fair value of Public Warrants at issuance ​ ​ (7,894,290) Offering costs allocated at common stock subject to possible redemption ​ (9,494,877) Plus: ​ Accretion on common stock subject to possible redemption ​ 17,389,167 Common stock subject to possible redemption as of December 31, 2021 ​ ​ 171,615,000 Plus: ​ ​ ​ Waiver of offering costs allocated to common stock subject to possible redemption ​ ​ 3,724,646 Less: ​ ​ ​ Adjustment for accretion of common stock subject to possible redemption amount ​ ​ (2,175,524) Common stock subject to possible redemption as of December 31, 2022 ​ $ 173,164,122

Fair Value of Measurements (Tab

Fair Value of Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value of Measurements
Schedule of assets and liabilities that are measured at fair value on a recurring basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31,2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in Significant Other Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs Description ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 172,885,459 ​ $ — ​ $ — Money market funds (1) ​ $ 602,742 ​ $ — ​ $ — Liabilities ​ ​ ​ Derivative Warrant liability- Private warrants ​ $ — ​ $ — ​ $ 424,940 ​ December 31,2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ Significant ​ ​ ​ ​ ​ Other ​ Other ​ ​ Quoted Prices in ​ Observable ​ Unobservable ​ ​ Active Markets ​ Inputs ​ Inputs Description (Level 1) (Level 2) (Level 3) Assets (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 171,656,153 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Warrant liability- Private warrants ​ $ — ​ $ — ​ $ 5,571,410
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 2021 ​ Exercise price $ 11.50 ​ $ 11.50 ​ Share price ​ $ 9.95 ​ $ 9.69 ​ Expected term (years) ​ ​ 5.40 ​ ​ 5.98 ​ Volatility ​ ​ 5.50 % ​ 16.20 % Risk-free rate ​ ​ 3.98 % ​ 1.35 % Probability of completion of Business Combination ​ ​ 10.00 % ​ 100.00 % Dividend yield (per share) ​ ​ 0.00 % ​ 0.00 % ​
Schedule of change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs	​ ​ ​ ​ ​ Derivative warrant liability at January 28, 2021 (inception) $ — Issuance of Private Placement Warrants ​ ​ 10,551,330 Issuance of Private Placement Warrants (over-allotment) ​ ​ 685,920 Change in fair value of derivative warrant liability ​ ​ (5,665,840) Derivative warrant liability at December 31, 2021 ​ $ 5,571,410

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Taxes
Schedule of components of income tax provision (benefit)	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ ​ ​ ​ January 28, 2021 ​ ​ For the Year Ended ​ (inception) through ​ ​ December 31, 2022 ​ December 31, 2021 Current ​ ​ Federal ​ $ 438,374 ​ $ — State ​ — ​ — Deferred ​ ​ Federal ​ (539,887) ​ 518,081 State ​ — ​ Valuation allowance ​ 539,887 ​ (518,081) Income tax provision ​ $ 438,374 ​ $ — ​
Schedule of Company's net deferred tax assets	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 Deferred tax assets: ​ ​ Start-up/Organization costs ​ $ 1,027,717 ​ $ 487,830 Net operating loss carryforwards ​ — ​ 30,251 Total deferred tax assets ​ 1,027,717 ​ 518,081 Valuation allowance ​ (1,027,717) ​ (518,081) Deferred tax asset, net of allowance ​ $ — ​ $ — ​
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate (benefit)	​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 Statutory Federal income tax rate 21.0 % 21.0 % Offering Costs 0.0 % (0.7) % Loss upon issuance of private placement warrants 0.0 % (88.1) % Gain on settlement of deferred underwriting commissions (0.8) % 0.0 % Change in fair value of warrant liabilities (21.7) % 120.1 % Change in Valuation Allowance 10.8 % (52.3) % Income tax provision 9.3 % 0.0 %

Description of Organization a_2

Description of Organization and Business Operations (Details)				2 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Jun. 02, 2021 USD ($) $ / shares shares	May 25, 2021 USD ($) $ / shares shares	Jan. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) item $ / shares shares
Description of Organization and Business Operations
Condition for future business combination number of businesses minimum | item							1
Share price (in dollars per unit) | $ / shares							$ 10
Maximum number additional Units granted for underwriter to purchase at Initial Public Offering | shares							2,250,000
Net proceeds of sale							$ 171,600,000
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account							20%
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete Business Combination							50%
Minimum net tangible assets upon consummation of Business Combination							$ 5,000,001
Threshold percentage of public shares subject to redemption without Company's prior written consents							0.80
Obligation to redeem public shares if entity does not complete a business combination (as a percent)							100%
Redemption period upon closure							24 months
Operating bank accounts							$ 600,000
Working capital							2,000,000
Working Capital Loans outstanding			$ 0	$ 0	$ 0		0
Proceeds received from initial public offering, gross						$ 171,615,000
Sponsor
Description of Organization and Business Operations
Payments for investment of cash in Trust Account							25,000
Repayment of promissory note - related party							$ 67,000
Private Placement Warrants [Member]
Description of Organization and Business Operations
Price of warrant (in dollars per warrant) | $ / shares							$ 11.50
IPO [Member]
Description of Organization and Business Operations
Number of units sold in Initial Public Offering (in shares) | shares		15,000,000
Share price (in dollars per unit) | $ / shares		$ 10					$ 10
Gross proceeds from Initial Public Offering		$ 150,000,000
Offering costs		8,800,000
Deferred underwriting commissions		5,300,000
Maximum allowed dissolution expenses							$ 100,000
Purchase price, per unit | $ / shares							$ 10
Proceeds received from initial public offering, gross		$ 150,000,000
Private Placement | Private Placement Warrants [Member]
Description of Organization and Business Operations
Sale of Private Placement Warrants (in shares) | shares							4,433,333
Price of warrant (in dollars per warrant) | $ / shares							$ 1.50
Proceeds from sale of Private Placement Warrants							$ 6,700,000
Private Placement | Additional Private Placement Warrants
Description of Organization and Business Operations
Price of warrant (in dollars per warrant) | $ / shares	$ 1.50						$ 1.50
Proceeds from sale of Private Placement Warrants	$ 432,000						$ 400,000
Additional units sold of shares | shares	288,200						288,200
Over-Allotment Option [Member]
Description of Organization and Business Operations
Number of units sold in Initial Public Offering (in shares) | shares	2,161,500
Gross proceeds from Initial Public Offering	$ 21,600,000
Offering costs	1,200,000
Period of option to purchase additional units for underwriter		45 days
Maximum number additional Units granted for underwriter to purchase at Initial Public Offering | shares		2,250,000
Deferred underwriting fess	757,000
Proceeds received from initial public offering, gross	$ 21,600,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Description of Organization and Business Operations
Price of warrant (in dollars per warrant) | $ / shares							$ 10
Proceeds from sale of Private Placement Warrants							$ 171,600,000

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements - Statements of Operations (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Restatement of Previously Issued Financial Statements
Loss from operations	$ (968,952)	$ (1,700,860)	$ (2,104,916)	$ (2,508,207)	$ (2,740,030)
Other income (expenses)
Change in fair value of derivative warrant liability	1,605,330	4,296,600	4,863,180	5,665,840	5,146,470
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability	179,595	179,595	179,595		179,595
Income from investments held in Trust Account	124,764	168,792	1,073,311	41,153	2,400,690
Net income before income tax expenses	940,737	2,944,127	4,011,170	(990,638)	4,986,725
Income tax expense	15,402	15,402	(164,076)	0	438,374
Net income (loss)	$ 956,139	$ 2,959,529	$ 3,847,094	$ (990,638)	$ 4,548,351
Weighted average shares outstanding of common stock, basic	21,451,875	21,451,875	21,451,875	15,083,469	21,451,875
Basic net income per share, common stock	$ 0.04	$ 0.14	$ 0.18	$ (0.07)	$ 0.21
Weighted average shares outstanding of common stock, diluted	21,451,875	21,451,875	21,451,875	15,083,469	21,451,875
Diluted net income per share, common stock	$ 0.04	$ 0.14	$ 0.18	$ (0.07)	$ 0.39
As Previously Reported
Restatement of Previously Issued Financial Statements
Loss from operations	$ (968,952)	$ (1,700,860)	$ (2,104,916)
Other income (expenses)
Change in fair value of derivative warrant liability	1,605,330	4,296,600	4,863,180
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability	3,904,241	3,904,241	3,904,241
Income from investments held in Trust Account	124,764	168,792	1,073,311
Net income before income tax expenses	4,665,383	6,668,773	7,735,816
Income tax expense	15,402	15,402	(164,076)
Net income (loss)	$ 4,680,785	$ 6,684,175	$ 7,571,740
Weighted average shares outstanding of common stock, basic	21,451,875	21,451,875	21,451,875
Basic net income per share, common stock	$ 0.22	$ 0.31	$ 0.35
Weighted average shares outstanding of common stock, diluted	21,451,875	21,451,875	21,451,875
Diluted net income per share, common stock	$ 0.22	$ 0.31	$ 0.35
Restatement Adjustment
Other income (expenses)
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability	$ (3,724,646)	$ (3,724,646)	$ (3,724,646)
Net income before income tax expenses	(3,724,646)	(3,724,646)	(3,724,646)
Net income (loss)	$ (3,724,646)	$ (3,724,646)	$ (3,724,646)
Basic net income per share, common stock	$ (0.17)	$ (0.17)	$ (0.17)
Diluted net income per share, common stock	$ (0.17)	$ (0.17)	$ (0.17)

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements - Statement of Changes in Stockholders' Deficit (Details) - USD ($)	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022
Restatement of Previously Issued Financial Statements
Adjustment for accretion of Class A common stock subject to possible redemption amount			$ 2,175,524
Class A common stock subject to possible redemption
Restatement of Previously Issued Financial Statements
Adjustment for accretion of Class A common stock subject to possible redemption amount	$ 3,724,646	$ 3,142,144
As Previously Reported | Class A common stock subject to possible redemption
Restatement of Previously Issued Financial Statements
Adjustment for accretion of Class A common stock subject to possible redemption amount		(582,502)
Restatement Adjustment | Class A common stock subject to possible redemption
Restatement of Previously Issued Financial Statements
Adjustment for accretion of Class A common stock subject to possible redemption amount	$ 3,724,646	$ 3,724,646

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements - Statement of Cash Flows (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Restatement of Previously Issued Financial Statements
Net income (loss)		$ 2,959,529	$ 3,847,094	$ (990,638)	$ 4,548,351
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liability	$ (1,605,330)	(4,296,600)	(4,863,180)	(5,665,840)	(5,146,470)
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability	(179,595)	(179,595)	(179,595)		(179,595)
Income from investments held in Trust Account	(124,764)	(168,792)	(1,073,311)	(41,153)	(2,400,690)
Change in operating assets and liabilities:
Prepaid expenses		288,199	394,156	(812,724)	569,972
Prepaid expenses - related party		(13,173)
Deferred tax asset		(15,402)
Accounts payable		79,438	195,119	51,807	125,350
Franchise tax payable		(56,214)	(163,696)	185,205	(142,500)
Income tax payable			164,076		181,374
Accrued expenses		940,161	684,840	1,557,213	873,215
Net cash used in operating activities		(462,449)	(994,497)	$ 1,523,725	$ 1,570,993
As Previously Reported
Restatement of Previously Issued Financial Statements
Net income (loss)		6,684,175	7,571,740
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liability	(1,605,330)	(4,296,600)	(4,863,180)
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability	(3,904,241)	(3,904,241)	(3,904,241)
Income from investments held in Trust Account	(124,764)	(168,792)	(1,073,311)
Change in operating assets and liabilities:
Prepaid expenses		288,199	394,156
Prepaid expenses - related party		(13,173)
Deferred tax asset		(15,402)
Accounts payable		79,438	195,119
Franchise tax payable		(56,214)	(163,696)
Income tax payable			164,076
Accrued expenses		940,161	684,840
Net cash used in operating activities		(462,449)	(994,497)
Restatement Adjustment
Restatement of Previously Issued Financial Statements
Net income (loss)		(3,724,646)	(3,724,646)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability	$ 3,724,646	$ 3,724,646	$ 3,724,646

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)		12 Months Ended
	May 25, 2021	Dec. 31, 2022	Dec. 31, 2021
Basis of Presentation and Summary of Significant Accounting Policies
Cash equivalents		$ 0	$ 0
Maturity term of U.S. government securities		185 days
Cash, FDIC insured amount		$ 250,000	250,000
Unrecognized tax benefits		0	0
Unrecognized tax benefits accrued for interest and penalties		$ 0	$ 0
IPO [Member]
Basis of Presentation and Summary of Significant Accounting Policies
Number of units sold in Initial Public Offering (in shares)	15,000,000
Anti-dilutive securities attributable to warrants (in shares)		8,153,833
IPO [Member] | Common Stock
Basis of Presentation and Summary of Significant Accounting Policies
Number of units sold in Initial Public Offering (in shares)		17,161,500

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)			12 Months Ended
	Jun. 02, 2021	May 25, 2021	Dec. 31, 2022	May 16, 2022
Initial Public Offering
Maximum number additional Units granted for underwriter to purchase at Initial Public Offering			2,250,000
Share price (in dollars per unit)			$ 10
Deferred underwriting fee waived				$ 3,900,000
Initial Public Offering
Initial Public Offering
Number of units sold in Initial Public Offering (in shares)		15,000,000
Number of shares in a unit			1
Number of shares issuable per warrant			1
Proceeds from issuance initial public offering		$ 150,000,000
Share price (in dollars per unit)		$ 10	$ 10
Offering costs		$ 8,800,000
Deferred underwriting commissions		$ 5,300,000
Initial Public Offering | Public Warrants
Initial Public Offering
Number of warrants in a unit			0.20
Exercise price of warrants			$ 11.50
Over-allotment option
Initial Public Offering
Number of units sold in Initial Public Offering (in shares)	2,161,500
Maximum number additional Units granted for underwriter to purchase at Initial Public Offering		2,250,000
Proceeds from issuance initial public offering	$ 21,600,000
Offering costs	1,200,000
Deferred underwriting fess	$ 757,000

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details)					11 Months Ended	12 Months Ended
	Jul. 14, 2021 shares	Jun. 02, 2021 USD ($) $ / shares shares	Apr. 08, 2021 shares	Feb. 13, 2021 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) D $ / shares shares
Related Party Transaction
Aggregate purchase price | $					$ 25,000
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D						20
Private Placement Warrants
Related Party Transaction
Price of warrant (in dollars per warrant) | $ / shares						$ 11.50
Over-allotment option | Private Placement Warrants
Related Party Transaction
Price of warrant (in dollars per warrant) | $ / shares						$ 10
Proceeds from sale of Private Placement Warrants | $						$ 171,600,000
Private Placement
Related Party Transaction
Number of shares issuable per warrant						1
Private Placement | Private Placement Warrants
Related Party Transaction
Sale of Private Placement Warrants (in shares)						4,433,333
Price of warrant (in dollars per warrant) | $ / shares						$ 1.50
Proceeds from sale of Private Placement Warrants | $						$ 6,700,000
Private Placement | Additional Private Placement Warrants
Related Party Transaction
Price of warrant (in dollars per warrant) | $ / shares		$ 1.50				$ 1.50
Proceeds from sale of Private Placement Warrants | $		$ 432,000				$ 400,000
Additional units sold of shares		288,200				288,200
Founder Shares | Alexandra Lebenthal
Related Party Transaction
Number of shares issued	20,000
Founder Shares | Over-allotment option
Related Party Transaction
Shares subject to forfeiture		22,125
Common shares, shares outstanding (in shares)		4,290,375
Founder Shares | Sponsor
Related Party Transaction
Aggregate purchase price | $				$ 25,000
Number of shares issued				4,312,500
Share dividend			20,000
Aggregate number of shares owned			4,252,500
Shares subject to forfeiture			562,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders			20%
Restrictions on transfer period of time after business combination completion						1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares						$ 12
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | $						30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences						120 days

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)					2 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Dec. 21, 2022	May 06, 2022	May 20, 2021	Jan. 31, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Jan. 29, 2021
Related Party Transaction
Working Capital Loans				$ 0	$ 0	$ 0		$ 0
Expenses per month	$ 16,667
Outstanding balance of related party note						0	$ 0	0
Expenses incurred and paid							0	158,000
Payment for healthcare benefits		$ 6,000
Promissory Note with Related Party
Related Party Transaction
Maximum borrowing capacity of related party promissory note									$ 70,000
Related Party Loans
Related Party Transaction
Proceeds held in trust account used to repay working capital loans								0
Loan conversion agreement warrant								$ 1,500,000	$ 150,000
Related Party Loans | Working capital loans warrant
Related Party Transaction
Price of warrant (in dollars per warrant)								$ 1.50
Administrative Services Agreement
Related Party Transaction
Expenses per month			$ 15,000				108,000	$ 180,000
Outstanding balance for services						$ 0	$ 0	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details)				3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	May 16, 2022 USD ($)	Jun. 02, 2021 shares	May 25, 2021 shares	Jun. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) item D $ / shares shares
Commitments and Contingencies
Maximum number of demands for registration of securities | item							3
Underwriting grants option days | D							45
Maximum number of purchase additional units less underwriting discounts and commissions | shares							2,250,000
Underwriting discount per unit | $ / shares							$ 0.20
Underwriting discount paid amount							$ 3,400,000
Deferred fee per unit | $ / shares							$ 0.35
Aggregate deferred underwriting commission fee payable							$ 6,000,000
Deferred underwriting fee waived	$ 3,900,000
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability				$ 179,595	$ 179,595	$ 179,595	179,595
Common stock subject to possible redemption
Commitments and Contingencies
Common stock carrying value							3,700,000
Gain from extinguishment of deferred underwriting commissions allocated to derivative warrant liability							180,000
Initial Public Offering
Commitments and Contingencies
Underwriting discount paid amount							3,000,000
Aggregate deferred underwriting commission fee payable							5,250,000
Over-allotment option
Commitments and Contingencies
Maximum number of purchase additional units less underwriting discounts and commissions | shares			2,250,000
Number of additional purchased units that exercised the over-allotment option | shares		2,161,500
Underwriting discount paid amount							400,000
Aggregate deferred underwriting commission fee payable							$ 800,000

Common Stock Subject to Possi_3

Common Stock Subject to Possible Redemption (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Common Stock Subject to Possible Redemption
Accretion on common stock subject to possible redemption	$ 17,389,167
Adjustment for accretion of Class A common stock subject to possible redemption amount		$ 2,175,524
Common Stock Subject To Possible Redemption
Common Stock Subject to Possible Redemption
Gross proceeds from Initial Public Offering			$ 171,615,000
Fair value of Public Warrants at issuance			(7,894,290)
Offering costs allocated to common stock subject to possible redemption			(9,494,877)
Accretion on common stock subject to possible redemption			17,389,167
Waiver of offering costs allocated to common stock subject to possible redemption		3,724,646
Adjustment for accretion of Class A common stock subject to possible redemption amount		(2,175,524)
Common stock subject to possible redemption		$ 173,164,122	$ 171,615,000

Common Stock Subject to Possi_4

Common Stock Subject to Possible Redemption - The condensed balance sheet (Details)	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Common Stock Subject to Possible Redemption
Common stock, shares authorized	400,000,000	400,000,000
Common Stock, Par value | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common stock shares outstanding including shares subject to possible redemption	21,451,875	21,451,875
Common stock subject to possible redemption
Common Stock Subject to Possible Redemption
Common stock shares subject to possible redemption	17,161,500	17,161,500

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred stock (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Deficit
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock (Details)	Dec. 31, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Stockholders' Deficit
Common shares, shares authorized (in shares)	400,000,000	400,000,000
Common Stock, Par value | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Common stock subject to possible redemption
Stockholders' Deficit
Shares subject to possible redemption	17,161,500	17,161,500
Common stock not subject to possible redemption
Stockholders' Deficit
Common shares, shares issued (in shares)	4,290,375	4,290,375
Common shares, shares outstanding (in shares)	4,290,375	4,290,375

Warrants (Details)

Warrants (Details)	12 Months Ended
	Dec. 31, 2022 D $ / shares shares	Dec. 31, 2021 shares
Public Warrants
Warrants
Warrants outstanding | shares	3,432,300	3,432,300
Warrant exercise period condition one	30 days
Maximum period after business combination in which to file registration statement	20 days
Period of time within which registration statement is expected to become effective	60 days
Redemption price per public warrant (in dollars per share)	$ 11.50
Public Warrants expiration term	5 years
Share price trigger used to measure dilution of warrant.	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Threshold trading days for redemption of public warrants | D	20
Warrant redemption price adjustment multiple	115
Warrant redemption condition minimum share price	$ 18
Warrant exercise price adjustment multiple	180
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Warrants
Redemption price per public warrant (in dollars per share)	$ 0.01
Threshold trading days for redemption of public warrants | D	20
Warrant redemption condition minimum share price	$ 18
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold consecutive trading days for redemption of public warrants | D	30
Private Placement Warrants
Warrants
Warrants outstanding | shares	4,721,533	4,721,533

Fair Value of Measurements - As

Fair Value of Measurements - Assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets - Investments held in Trust Account:
Marketable securities held in Trust Account	$ 173,488,201	$ 171,656,153
Liabilities
Derivative Warrant liability	424,940	5,571,410
Cash held in the Trust Account	1,264	1,153
Level 1 | U.S. Treasury Securities
Assets - Investments held in Trust Account:
Marketable securities held in Trust Account	171,656,153	172,885,459
Level 3 | Private Placement Warrants
Liabilities
Derivative Warrant liability	$ 5,571,410	$ 424,940

Fair Value of Measurements - Ad

Fair Value of Measurements - Additional Information (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Fair Value of Measurements
Fair Value Assets Level1 To Level2 Transfers Amount 1					$ 0
Fair Value Assets Level2 To Level1 Transfers Amount 1					0
Fair value assets transferred into (out of) level 3					0
Decrease in fair value of derivative warrant liabilities	$ (1,605,330)	$ (4,296,600)	$ (4,863,180)	$ (5,665,840)	$ (5,146,470)

Fair Value of Measurements - Qu

Fair Value of Measurements - Quantitative information regarding Level 3 fair value measurements inputs (Details) - Level 3	Dec. 31, 2022 $ / shares Y item	Dec. 31, 2021 $ / shares item Y
Exercise price
Fair Value of Measurements
Measurement input	11.50	11.50
Share price
Fair Value of Measurements
Measurement input	9.95	9.69
Expected term (years)
Fair Value of Measurements
Measurement input | Y	5.40	5.98
Volatility
Fair Value of Measurements
Measurement input	0.0550	0.1620
Risk-free rate
Fair Value of Measurements
Measurement input	0.0398	0.0135
Probability of completion of Business Combination
Fair Value of Measurements
Measurement input	0.1000	1
Dividend yield (per share)
Fair Value of Measurements
Measurement input | item	0	0

Fair Value of Measurements - Ch

Fair Value of Measurements - Change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs (Details) - Level 3 - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Fair Value of Measurements
Derivative warrant liability, beginning balance		$ 5,571,410
Issuance of Private Warrants	$ 10,551,330
Change in fair value of derivative warrant liability	(5,665,840)	(5,146,470)
Derivative warrant liability, ending balance	5,571,410	$ 424,940
Over-allotment option
Fair Value of Measurements
Issuance of Private Warrants	$ 685,920

Income Taxes - Components of in

Income Taxes - Components of income tax provision (benefit) (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Current
Federal					$ 438,374
Deferred
Federal				$ 518,081	(539,887)
Valuation allowance				(518,081)	539,887
Income tax provision	$ 15,402	$ 15,402	$ (164,076)	$ 0	$ 438,374

Income Taxes - Company's net de

Income Taxes - Company's net deferred tax assets (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Deferred tax assets:
Start-up/Organization costs	$ 487,830	$ 1,027,717
Net operating loss carryforwards	30,251
Total deferred tax assets	518,081	1,027,717
Valuation allowance	(518,081)	(1,027,717)
U.S. federal operating loss carryovers that do not expire	144,052	0
Valuation allowance	518,081	1,027,717
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0

Income Taxes - Effective income

Income Taxes - Effective income tax rate reconciliation (Details)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Taxes
Statutory Federal income tax rate	21%	21%
Offering Costs	(0.70%)	0%
Loss upon issuance of private placement warrants	(88.10%)	0%
Gain on settlement of deferred underwriting commissions	0%	(0.80%)
Change in fair value of warrant liabilities	120.10%	(21.70%)
Change in Valuation Allowance	(52.30%)	10.80%
Income tax provision	0%	9.30%