PSQ (PSQH) S-4 6 Apr 23 Registration of securities issued in business combination transactions Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2022
Document Information Line Items
Entity Registrant Name	Colombier Acquisition Corp.
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001847064
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 195,339	$ 841,226
Prepaid expenses	179,386	424,695
Total current assets	374,725	1,265,921
Non-current prepaid expenses		175,216
Marketable securities held in Trust Account	174,948,027	172,506,512
Total Assets	175,322,752	173,947,649
Current liabilities
Accrued expenses	585,750	478,611
Income taxes payable	524,777
Total current liabilities	1,110,527	478,611
Warrant liabilities	1,030,500	6,083,516
Deferred underwriting fee payable	6,037,500	6,037,500
Total liabilities	8,178,527	12,599,627
Commitments (Note 6)
Class A common stock subject to possible redemption, $0.0001 par value; 17,250,000 shares at redemption value of $10.03 and $10.00 per share as of December 31, 2022 and 2021, respectively	173,034,002	172,500,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding as of December31, 2022 and 2021
Class A common stock; $0.0001 par value; 80,000,000 shares authorized (excluding 17,250,000 shares subject to possible redemption) as of December31, 2022 and 2021
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding as of December31, 2022 and2021	431	431
Accumulated deficit	(5,890,208)	(11,152,409)
Total Stockholders’ Deficit	(5,889,777)	(11,151,978)
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT	$ 175,322,752	$ 173,947,649

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share) (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock shares outstanding
Class A Common Stock
Common stock, par value (in dollars per share) (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares outstanding	17,250,000	17,250,000
Common stock, redemption value (in dollars per share) (in Dollars per share)	$ 10.03	$ 10
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	80,000,000	80,000,000
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock shares issued	4,312,500	4,312,500
Common stock shares outstanding	4,312,500	4,312,500

Statements of Income

Statements of Income - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Formation and operating costs	$ 852,175	$ 1,173,551
Loss from operations	(852,175)	(1,173,551)
Other income (expenses):
Interest earned on marketable securities held in Trust Account	6,512	2,441,515
Change in fair value of warrant liabilities	4,907,984	5,053,016
Offering costs allocated to warrants	(329,619)
Total other income (expense), net	4,584,877	7,494,531
Income before provision for income taxes	3,732,702	6,320,980
Provision for income taxes		(524,777)
Net income	$ 3,732,702	$ 5,796,203
Class A Common Stock
Other income (expenses):
Basic weighted average shares outstanding (in Shares)	10,836,207	17,250,000
Basic net income per share (in Dollars per share)	$ 0.25	$ 0.27
Class B Common Stock
Other income (expenses):
Basic weighted average shares outstanding (in Shares)	4,072,688	4,312,500
Basic net income per share (in Dollars per share)	$ 0.25	$ 0.27

Statements of Income (Parenthet

Statements of Income (Parentheticals) - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A Common Stock
Diluted weighted average shares outstanding	10,836,207	17,250,000
Diluted net income per share	$ 0.25	$ 0.27
Class B Common Stock
Diluted weighted average shares outstanding	4,072,688	4,312,500
Diluted net income per share	$ 0.25	$ 0.27

Statements of Changes in Stockh

Statements of Changes in Stockholders’ Deficit - USD ($)	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Feb. 11, 2021
Balance (in Shares) at Feb. 11, 2021
Balance at Dec. 31, 2021	$ 431		(11,152,409)	(11,151,978)
Balance (in Shares) at Dec. 31, 2021	4,312,500
Issuance of Class B common stock	$ 431	24,569		25,000
Issuance of Class B common stock (in Shares)	4,312,500
Change in value of common stock subject to redemption		(24,569)	(14,885,111)	(14,909,680)
Net income			3,732,702	3,732,702
Balance at Dec. 31, 2022	$ 431		(5,890,208)	(5,889,777)
Balance (in Shares) at Dec. 31, 2022	4,312,500
Change in value of common stock subject to redemption			(534,002)	(534,002)
Net income			$ 5,796,203	$ 5,796,203

Statements of Cash Flows

Statements of Cash Flows - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net income	$ 3,732,702	$ 5,796,203
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(6,512)	(2,441,515)
Change in fair value of warrant liabilities	(4,907,984)	(5,053,016)
Offering costs allocated to warrants	329,619
Changes in operating assets and liabilities:
Prepaid expenses	(599,911)	420,525
Income taxes payable		524,777
Accrued expenses	478,611	107,139
Net cash used in operating activities	(973,475)	(645,887)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(172,500,000)
Net cash used in investing activities	(172,500,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B common stock to Sponsor	25,000
Proceeds from sale of Units, net of underwriting discounts paid	169,050,000
Proceeds from sale of Private Placements Warrants	5,700,000
Proceeds from promissory note – related party	46,975
Repayment of promissory note - related party	(46,975)
Payment of offering costs	(460,299)
Net cash provided by financing activities	174,314,701
Net Change in Cash	841,226	(645,887)
Cash – Beginning of period		841,226
Cash – End of period	841,226	195,339
Non-Cash investing and financing activities:
Initial value of common stock subject to possible redemption	172,500,000
Initial measurement of public warrants and private placement warrants	9,842,500
Re-measurement of Common Stock subject to redemption	14,909,680	534,002
Deferred underwriting fee payable	$ 6,037,500

Description of Organization, Bu

Description of Organization, Business Operations and Liquidity	12 Months Ended
	Dec. 31, 2022
Description of Organization, Business Operations and Liquidity [Abstract]
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY	NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY Colombier Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 12, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not yet commenced any operations. All activity for the period February 12, 2021 (inception) through December 31, 2022 relates to the Company’s formation, 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 a Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on June 8, 2021. On June 11, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $150,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,250,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the sponsor, Colombier Sponsor LLC (the “Sponsor”), generating gross proceeds of $5,250,000, which is described in Note 4. At the closing of the Initial Public Offering on June 11, 2021, due to a clerical error, the Trust Account (as defined below) was overfunded by $1,240,000. The overfunded amount was transferred to the Company’s operating account on June 14, 2021. Following the closing of the Initial Public Offering on June 11, 2021, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open -ended -7 On July 1, 2021, the underwriters fully exercised their over -allotment -allotment Transaction costs amounted to $9,947,799, consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $460,299 of other offering costs. See “Note 11. Subsequent Events” for more information. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete one or more initial Business Combinations 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 (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post -Business The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, 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). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, 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 reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other 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. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting and if they do vote, irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 24 months (or 27 months, under certain circumstances) from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre -initial The Company will have until June 11, 2023 (or September 11, 2023 if it has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination prior to June 11, 2023) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have 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 in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share value deposited into the Trust Account ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less Permitted Withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Liquidity, Capital Resources, and Going Concern At December 31, 2022, the Company had cash of $195,339 and working capital of $178,223 (after adding back $212,212 in franchise tax payable as that liability, which is included in “accrued expenses” in the accompanying balance sheet, and may be settled using earnings from the Trust Account; $177,036 of franchises taxes paid out of an operating cash account not yet reimbursed from the Trust Account; and $524,777 in accrued income tax payable, which may be settled using earnings from the Trust Account). The Company’s liquidity needs up to December 31, 2022 were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, a loan of $46,975 under an unsecured and non -interest Additionally, to fund working capital, the Company has permitted certain withdrawals from the Trust Account up to an annual limit of $1,000,000. The Company may withdraw additional funds to pay income tax and franchise tax obligations. These Permitted Withdrawals are limited to only the interest that has been earned in excess of the initial deposit made upon the consummation of the Initial Public Offering. In the fiscal year ended December 31, 2022, the Company withdrew $0 of the 2022 available annual limit. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s actual costs of identifying a target business, undertaking in -depth -15 Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID -19 -19 -19 -19 -19 -19 -19 Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from mandatory compliance with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.235 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non -affiliates th -convertible -year Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. In the fiscal year ended December 31, 2022, the Company withdrew $0 from the Trust Account to pay taxes or Permitted Withdrawals. In the fiscal year ended December 31, 2021, the Company withdrew $1,240,000 from the Trust Account for working capital purposes, which was the result of an overfunding of the Trust Account related to a clerical error. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private Placement Warrants (collectively with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815 -40 Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re -measurement Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and, 2021, 17,250,000 Immediately upon the closing of the Initial Public Offering, the Company recognized the re -measurement -in The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available), accumulated deficit and Class A Common stock. At December 31, 2022 and 2021, the Class A Common stock subject to possible redemption reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,462,500 ) Class A common stock issuance costs (9,447,180 ) Plus: Re-measurement of carrying value to redemption value 14,909,680 Class A common stock subject to possible redemption, December 31, 2021 172,500,000 Plus: Re-measurement of carrying value to redemption value 534,002 Class A common stock subject to possible redemption, December 31, 2022 $ 173,034,002 Offering Costs The Company complies with the requirements of the ASC 340 -10-S99-1 -operating -measurement stock subject to redemption amount. The Company paid the underwriters a cash fee of $3,450,000 at the Initial Public Offering date, and accrued deferred underwriters fees of $6,037,500, which will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination. Offering costs associated with the derivative warrant liabilities amounting to $290,432 in the 2 nd rd -current Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and Florida as its only “major” tax jurisdictions. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Common Share Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Re -measurement The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 11,450,000 The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 4,636,962 $ 1,159,241 $ 2,713,033 $ 1,019,669 Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 10,836,207 4,072,688 Basic and diluted net income per common share $ 0.27 $ 0.27 $ 0.25 $ 0.25 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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re -valued -current -cash Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, 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 [Abstract]
INITIAL PUBLIC OFFERING	NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units, inclusive of 2,250,000 Units sold to the underwriters on July 1, 2021 upon the underwriters’ election to fully exercise their over -allotment -third

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement [Abstract]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,250,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,250,000, in a private placement. On July 1, 2021, in connection with the underwriters’ election to fully exercise their over -allotment

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 15, 2021, the Sponsor purchased 4,312,500 -allotment -converted -allotment The Insiders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Administrative Support Agreement The Company entered into an agreement, commencing on June 8, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of up to $10,000 per month for office space, administrative and support services. For the year ended December 31, 2022, the Company incurred $120,000 in fees for these services. For the period from February 12, 2021 (inception) through December 31, 2021, the Company incurred $70,000 in fees for these services. As of December 31, 2022 and 2021, $183,750 and $70,000, respectively, were outstanding and included in accrued expenses in the accompanying balance sheets. Promissory Note — Related Party On February 23, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non -interest Related Party Loans 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 directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business no

Commitments

Commitments	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on June 11, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of the Company’s Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy -back -up Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment The underwriters were paid $3,450,000 at the Initial Public Offering. The underwriters are also entitled to a deferred fee of $0.35 per Unit, or $6,037,500 in the aggregate. The deferred fee will become payable to the underwriter 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. See “Note 11. Subsequent Events” for more information. The Company agreed to pay for the FINRA -related

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Deficit [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked -dilution -converted -linked -linked

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2022
Warrants Liabilities [Abstract]
WARRANT LIABILITIES	NOTE 8. WARRANT LIABILITIES At December 31, 2022 and 2021, there are 5,750,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60 th closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61 st • • • • -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of 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. At December 31, 2022 and 2021, there are 5,700,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non -redeemable

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAX	NOTE 9. INCOME TAX The Company’s net deferred tax assets at December 31, 2022 and 2021 are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ — $ 35,810 Startup/Organization Expenses 414,684 141,779 Total deferred tax assets 414,684 177,589 Valuation Allowance (414,664 ) (177,589 ) Deferred tax assets $ — $ — The income tax provision for the year ended December 31, 2022 and for the period from February 12, 2021 (inception) through December 31, 2021 consists of the following: December 31, For the Federal Current $ 434,898 $ — Deferred (166,071 ) (177,589 ) State and Local Current 89,879 — Deferred (71,024 ) — Change in valuation allowance 237,095 177,589 Income tax provision $ 524,777 $ — As of December 31, 2022 and 2021, the Company had $0 and $170,524 of U.S. federal net operating loss carryovers, respectively, available to offset future taxable income, which do not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of 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 liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in the valuation allowance was $237,095. For the period from February 12, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $177,589. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 4.34 % — % Prior year true up (0.58 )% — % Change in fair value of warrants (20.26 )% (27.57 )% Penalties on franchise tax obligations 0.05 % — Other permanent differences — % 1.85 % Valuation allowance 3.80 % 4.80 % Effective tax rate 8.35 % 0.00 % As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 8.35% and 0.00% for the years ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2022 and 2021, due to changes in fair value in warrant liabilities, the valuation allowance on the deferred tax assets, a prior year true up, and penalties on franchise tax obligations. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2022 and 2021 remain open and subject to examination.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re -measured -financial -measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 174,948,027 1 $ 172,506,512 Liabilities: Warrant liability – Public Warrants 1 $ 517,500 1 $ 3,051,191 Warrant liability – Private Placement Warrants 3 513,000 3 3,032,325 The Warrants were accounted for as liabilities in accordance with ASC 815 -40 The Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank -check The following table provides quantitative information regarding Level 3 fair value measurements: December 31, 2022 December 31, 2021 Stock price $ 9.94 $ 9.64 Exercise price $ 11.50 $ 11.50 Expected term (in years) 4.50 5.00 Volatility 10.60 % 11.40 % Risk-free rate 4.68 % 1.23 % Dividend yield 0.00 % 0.00 % The following contains additional information regarding the other inputs used in the pricing model: • • -free -free • The following table presents the changes in the fair value of Level 3 warrant liabilities for the year ended December 31, 2022 and 2021: Private Public Warrant Fair value as of December 31, 2021 $ 3,032,325 — $ 3,032,325 Change in fair value (2,519,325 ) — (2,519,325 ) Fair value as of December 31, 2022 $ 513,000 — $ 513,000 Private Public Warrant Fair value as of February 12, 2021 (inception) $ — $ — $ — Initial measurement on June 11, 2021 5,092,500 4,750,000 9,842,500 Over allotment on July 1, 2021 436,500 712,500 1,149,000 Change in fair value (2,496,675 ) (2,411,309 ) (4,907,984 ) Transfer to Level 1 — (3,051,191 ) (3,051,191 ) Fair value as of December 31, 2021 $ 3,032,325 — $ 3,032,325 Transfers to/from Levels

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Pursuant to our Investment Management Trust Agreement dated June 8, 2021, in January 2023, the Company withdrew $1,000,000 and $389,298 from the trust account for fiscal year 2022 working capital purposes and fiscal year 2021 and fiscal year 2022 tax obligations, respectively. Additionally, in March 2023, we withdrew $1,000,000 from the Trust Account for fiscal year 2023 working capital purposes. Agreement and Plan of Merger On February 27, 2023, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Colombier -Liberty -K In connection with the execution of the Merger Agreement, certain agreements were entered. The Sponsor entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which it has agreed that it will (i) fully comply with, and perform all of the obligations, covenants and agreements set forth in that certain letter agreement, dated June 8, 2021, between the Company and Sponsor (the “Insider Letter”); (ii) waive the anti -dilution existing) prior to Closing (as defined in the Merger Agreement) (subject to certain exceptions); (iv) forfeit one percent of the Colombier Class B Common Stock and warrants to purchase Colombier Class A common stock held by the Sponsor for every one percent of redemptions in excess of an amount of shares equal to eighty percent of the sum of (a) the number of shares of Colombier Class A common stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement), plus (b) the result of (i) the aggregate proceeds raised in any Permitted Financing (as defined in the Merger Agreement), divided by (ii) $10.00. Pursuant to the Sponsor Support Agreement, the Company has agreed to enforce the Insider Letter in accordance with its terms, and not to amend, modify or waive any provision of the Insider Letter without the prior written consent of PSQ. Certain stockholders of PSQ (the “PSQ Holders”) entered into support agreements (the “Company Support Agreements”), pursuant to which such stockholders agreed, among other things, to vote all shares of capital stock of PSQ beneficially owned by the PSQ Holders (the “PSQ Shares”) in favor of the Merger and related transactions. Such PSQ Holders also agreed to take certain other actions in support of the Merger Agreement and related transactions (and any actions required in furtherance thereof) and refrain from taking actions that would adversely affect such PSQ Holders’ ability to perform their obligations under the Company Support Agreement. Pursuant to the Company Support Agreements, the PSQ Holders also agreed not to transfer the PSQ Shares during the period from and including the date of the Company Support Agreement and the first to occur of the date of Closing or the date on which the Company Support Agreement is terminated, except for certain permitted transfers where the recipient also agrees to comply with the Company Support Agreement. Certain PSQ Holders have agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any shares of the Company’s common stock held by them and issued as Merger Consideration (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of the Company acquired during the Lock -Up -Up -Up -Up -Up th -weighted The Merger Agreement may be terminated at any time prior to the Effective Time by either the Company or PSQ if the Merger and related transactions are not consummated on or before September 11, 2023 (the “Outside Date”), provided that the Company may extend the Outside Date for an additional period ending on the earlier of (A) the last date for the Company to consummate its Business Combination pursuant to an extension granted pursuant to the Company’s organizational documents and (B) December 31, 2023. The terms of the Company’s Charter provide a time period to complete an initial business combination (a “Completion Window”) of 24 months from the date of closing of the Company’s Initial Public Offering (the “IPO Date”) or 27 months from the IPO Date if the Company has entered into a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the IPO Date (such additional three -month -K -month Other Agreements In connection with the proposed business combination which is the subject of the Merger Agreement (the “PSQ Business Combination”), the Company and the Representative of the Company’s underwriters for its Initial Public Offering (the “UW Representative”), agreed, pursuant to a letter agreement dated March 9, 2023, that the Company, in its discretion, could reallocate a portion of the “Deferred Discount,” as such term is defined in the Underwriting Agreement, dated June 8, 2021, entered into by the Company and the UW Representative, as representative of the underwriters in connection with the Initial Public Offering, to one or more third parties not participating in the Initial Public Offering, provided that the UW Representative is paid at least an agreed minimum amount of the Deferred Discount at the closing, if any, of the PSQ Business Combination. The Company has not engaged and does not intend to engage Farvahar Capital to provide financial or other advisory services to the Company in connection with the PSQ Business Combination and, since inception, Farvahar Capital has not received, and is not expected to receive, any fees, commissions or reimbursements of any expenses from the Company and has not and is not expected to provide any advisory or other services to the Company in connection with the PSQ Business Combination or otherwise (as previously disclosed, our Sponsor, an affiliate of Farvahar Capital, entered into an Administrative Support Agreement, dated June 8, 2021, with the Company, pursuant to which the Company has paid our Sponsor for office space and administrative and support services, as described in Item 13. Certain Relationships and Related Transactions, and Director Independence — Administrative Support Agreement).

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the 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 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from mandatory compliance with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.235 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non -affiliates th -convertible -year
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. In the fiscal year ended December 31, 2022, the Company withdrew $0 from the Trust Account to pay taxes or Permitted Withdrawals. In the fiscal year ended December 31, 2021, the Company withdrew $1,240,000 from the Trust Account for working capital purposes, which was the result of an overfunding of the Trust Account related to a clerical error. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and the Private Placement Warrants (collectively with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815 -40 Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re -measurement
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and, 2021, 17,250,000 Immediately upon the closing of the Initial Public Offering, the Company recognized the re -measurement -in The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available), accumulated deficit and Class A Common stock. At December 31, 2022 and 2021, the Class A Common stock subject to possible redemption reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,462,500 ) Class A common stock issuance costs (9,447,180 ) Plus: Re-measurement of carrying value to redemption value 14,909,680 Class A common stock subject to possible redemption, December 31, 2021 172,500,000 Plus: Re-measurement of carrying value to redemption value 534,002 Class A common stock subject to possible redemption, December 31, 2022 $ 173,034,002
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340 -10-S99-1 -operating -measurement stock subject to redemption amount. The Company paid the underwriters a cash fee of $3,450,000 at the Initial Public Offering date, and accrued deferred underwriters fees of $6,037,500, which will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination. Offering costs associated with the derivative warrant liabilities amounting to $290,432 in the 2 nd rd -current
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States and Florida as its only “major” tax jurisdictions. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income per Common Share	Net Income per Common Share Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Re -measurement The calculation of diluted income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 11,450,000 The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 4,636,962 $ 1,159,241 $ 2,713,033 $ 1,019,669 Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 10,836,207 4,072,688 Basic and diluted net income per common share $ 0.27 $ 0.27 $ 0.25 $ 0.25
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 Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short -term
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re -valued -current -cash
Recent Accounting Standards	Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of common stock subject to possible redemption reflected in the balance sheets	Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,462,500 ) Class A common stock issuance costs (9,447,180 ) Plus: Re-measurement of carrying value to redemption value 14,909,680 Class A common stock subject to possible redemption, December 31, 2021 172,500,000 Plus: Re-measurement of carrying value to redemption value 534,002 Class A common stock subject to possible redemption, December 31, 2022 $ 173,034,002
Schedule of basic and diluted net income per common share	For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 4,636,962 $ 1,159,241 $ 2,713,033 $ 1,019,669 Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 10,836,207 4,072,688 Basic and diluted net income per common share $ 0.27 $ 0.27 $ 0.25 $ 0.25

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of net deferred tax assets	December 31, December 31, Deferred tax assets Net operating loss carryforward $ — $ 35,810 Startup/Organization Expenses 414,684 141,779 Total deferred tax assets 414,684 177,589 Valuation Allowance (414,664 ) (177,589 ) Deferred tax assets $ — $ —
Schedule of income tax provision	December 31, For the Federal Current $ 434,898 $ — Deferred (166,071 ) (177,589 ) State and Local Current 89,879 — Deferred (71,024 ) — Change in valuation allowance 237,095 177,589 Income tax provision $ 524,777 $ —
Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate	December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 4.34 % — % Prior year true up (0.58 )% — % Change in fair value of warrants (20.26 )% (27.57 )% Penalties on franchise tax obligations 0.05 % — Other permanent differences — % 1.85 % Valuation allowance 3.80 % 4.80 % Effective tax rate 8.35 % 0.00 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of company’s assets that are measured at fair value on a recurring basis	Description Level December 31, Level December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 174,948,027 1 $ 172,506,512 Liabilities: Warrant liability – Public Warrants 1 $ 517,500 1 $ 3,051,191 Warrant liability – Private Placement Warrants 3 513,000 3 3,032,325
Schedule of Level 3 fair value measurements	December 31, 2022 December 31, 2021 Stock price $ 9.94 $ 9.64 Exercise price $ 11.50 $ 11.50 Expected term (in years) 4.50 5.00 Volatility 10.60 % 11.40 % Risk-free rate 4.68 % 1.23 % Dividend yield 0.00 % 0.00 %
Schedule of changes in the fair value of Level 3 warrant liabilities	Private Public Warrant Fair value as of December 31, 2021 $ 3,032,325 — $ 3,032,325 Change in fair value (2,519,325 ) — (2,519,325 ) Fair value as of December 31, 2022 $ 513,000 — $ 513,000 Private Public Warrant Fair value as of February 12, 2021 (inception) $ — $ — $ — Initial measurement on June 11, 2021 5,092,500 4,750,000 9,842,500 Over allotment on July 1, 2021 436,500 712,500 1,149,000 Change in fair value (2,496,675 ) (2,411,309 ) (4,907,984 ) Transfer to Level 1 — (3,051,191 ) (3,051,191 ) Fair value as of December 31, 2021 $ 3,032,325 — $ 3,032,325

Description of Organization, _2

Description of Organization, Business Operations and Liquidity (Details) - USD ($)				12 Months Ended
	Aug. 16, 2022	Jul. 01, 2021	Jun. 11, 2021	Dec. 31, 2022
Description of Organization, Business Operations and Liquidity (Details) [Line Items]
Generating gross proceeds			$ 150,000,000
Fund working capital			$ 1,000,000
Amount deposited into the trust account		$ 22,500,000
Aggregate proceeds held in the trust account		$ 172,500,000
Transaction costs				$ 9,947,799
Underwriting fees				3,450,000
Deferred underwriting fees				6,037,500
Other offering costs				$ 460,299
Operating businesses percentage				80%
Business combination percentage				50%
Company net tangible assets				$ 5,000,001
Public shares percentage				15%
Obligation to redeem public shares percentage				100%
Maximum allowed dissolution expenses				$ 100,000
Outstanding public shares				$ 1,000,000
Trust account per share (in Dollars per share)				$ (10)
Trust account, description				(1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share
Cash				$ 195,339
Working capital				178,223
Franchise tax payable				212,212
Franchise taxes paid				177,036
Income taxes payable				524,777
Proceeds from sale of founder shares				25,000
Unsecured and noninterest bearing promissory note				46,975
Trust account				1,000,000
Company annual limit				$ 0
Federal excise tax rate	1%
Fair value market rate				1%
Initial Public Offering [Member]
Description of Organization, Business Operations and Liquidity (Details) [Line Items]
Number of units sold (in Shares)			15,000,000
Price per share (in Dollars per share)			$ 10
Overfunded trust account			$ 1,240,000
Initial Public Offering amount			$ 150,000,000
Public price per share (in Dollars per share)				$ 10
Over-Allotment Option [Member]
Description of Organization, Business Operations and Liquidity (Details) [Line Items]
Number of units sold (in Shares)		2,250,000
Proceeds from initial public offering		$ 22,500,000
Private Placement Warrants [Member]
Description of Organization, Business Operations and Liquidity (Details) [Line Items]
Generating gross proceeds		$ 450,000
Sale of private placement warrants (in Shares)		450,000
Warrants per share (in Dollars per share)		$ 1
Private Placement Warrants [Member] | Private Placement [Member]
Description of Organization, Business Operations and Liquidity (Details) [Line Items]
Generating gross proceeds				$ 5,250,000
Sale of private placement warrants (in Shares)				5,250,000
Price per share (in Dollars per share)				$ 1

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)	5 Months Ended	8 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Annual gross revenue				$ 1,235,000,000
Non-affiliates exceeds				700,000,000
Non-convertible debt securities				1,000,000,000
Cash			$ 841,226	195,339
Amount withdrew from trust account to pay taxes				0
Working capital				1,240,000
Accrued deferred underwriters fees				6,037,500
Derivative warrant liabilities	$ 290,432	$ 39,187	$ 329,619
Purchase an aggregate of shares (in Shares)				11,450,000
Federal depository insurance coverage				$ 250,000
Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Underwriters cash fee				$ 3,450,000
Class A Common Stock [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Class A common stock (in Shares)			17,250,000	17,250,000
Offering costs				$ 9,618,180

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of common stock subject to possible redemption reflected in the balance sheets - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule of Common Stock Subject to Possible Redemption Reflected in the Balance Sheets [Abstract]
Gross proceeds	$ 172,500,000
Less:
Proceeds allocated to Public Warrants	(5,462,500)
Class A common stock issuance costs	(9,447,180)
Plus:
Re-measurement of carrying value to redemption value	14,909,680	$ 534,002
Class A common stock subject to possible redemption at ending	$ 172,500,000	$ 173,034,002

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A [Member]
Numerator:
Allocation of net income	$ 2,713,033	$ 4,636,962
Denominator:
Basic and diluted weighted average shares outstanding	10,836,207	17,250,000
Basic and diluted net income per common share	$ 0.25	$ 0.27
Class B [Member]
Numerator:
Allocation of net income	$ 1,019,669	$ 1,159,241
Denominator:
Basic and diluted weighted average shares outstanding	4,072,688	4,312,500
Basic and diluted net income per common share	$ 0.25	$ 0.27

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share (Parentheticals) - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Class A [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	10,836,207	17,250,000
Diluted net income per common share	$ 0.25	$ 0.27
Class B [Member]
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share (Parentheticals) [Line Items]
Diluted weighted average shares outstanding	4,072,688	4,312,500
Diluted net income per common share	$ 0.25	$ 0.27

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Jul. 01, 2021	Dec. 31, 2022
Initial Public Offering (Details) [Line Items]
Number of units sold		2,250,000
Redeemable warrant		1
IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of units sold		17,250,000
Purchase price, per unit (in Dollars per share)	$ 10
Gross proceeds from sale of units (in Dollars)	$ 172.5
Public Warrants | IPO [Member]
Initial Public Offering (Details) [Line Items]
Number of shares in a unit		1
Number of shares issuable per warrant		1
Warrant purchase one share		1
Exercise price of warrants (in Dollars per share)		$ 11.5

Private Placement (Details)

Private Placement (Details) - USD ($)		12 Months Ended
	Jul. 01, 2021	Dec. 31, 2022
IPO [Member]
Private Placement (Details) [Line Items]
Number of warrants to purchase shares issued (in Shares)		5,250,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase price (in Dollars)		$ 5,250,000
Private Placement Warrant [Member]
Private Placement (Details) [Line Items]
Warrants price per share	$ 1
Private Placement Warrant [Member]
Private Placement (Details) [Line Items]
Warrants price per share		$ 1
Private Placement Warrant [Member] | Over-Allotment Option [Member]
Private Placement (Details) [Line Items]
Number of warrants to purchase shares issued (in Shares)	450,000
Generating gross proceeds (in Dollars)	$ 450,000
Private Placement Warrant [Member] | Class A Common Stock [Member]
Private Placement (Details) [Line Items]
Common stock, price per share		$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)				1 Months Ended	11 Months Ended	12 Months Ended
	Jun. 11, 2021	Jun. 08, 2021	Feb. 15, 2021	Feb. 23, 2021	Dec. 31, 2021	Dec. 31, 2022	Jul. 01, 2021
Related Party Transactions (Details) [Line Items]
Amount incurred fees for services					$ 70,000	$ 120,000
Accrued expenses					70,000	183,750
Working capital loans						$ 1,500,000
Warrant price per share (in Dollars per share)						$ 1
Related party loans outstanding
Initial Public Offering [Member]
Related Party Transactions (Details) [Line Items]
Issued and outstanding, percentage			20%
Aggregate of cover expenses				$ 300,000
Outstanding balance	$ 46,975
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)							562,500
Class A Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Exceeds price per share (in Dollars per share)			$ 12
Administrative Support Agreement [Member]
Related Party Transactions (Details) [Line Items]
Administrative and support services		$ 10,000
Sponsor [Member]
Related Party Transactions (Details) [Line Items]
Shares subject to forfeiture (in Shares)			562,500
Sponsor [Member] | Class B Common Stock [Member]
Related Party Transactions (Details) [Line Items]
Number of shares issued (in Shares)			4,312,500
Aggregate purchase price			$ 25,000

Commitments (Details)

Commitments (Details)		12 Months Ended
	Jul. 01, 2021 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Commitments (Details) [Line Items]
Maximum number of demands for registration of securities		3
Underwriting option period		45 days
Granted shares (in Shares)		2,250,000
Number of units sold (in Shares)		2,250,000
Deferred fee per unit (in Dollars per share) | $ / shares		$ 0.35
Deferred underwriting fee payable | $		$ 6,037,500
Fees and expenses | $		$ 50,000
IPO [Member]
Commitments (Details) [Line Items]
Number of units sold (in Shares)		17,250,000
Proceeds from issuance of underwriters | $		$ 3,450,000
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Commitments (Details) [Line Items]
Number of units sold (in Shares)	2,250,000
Share price (in Dollars per share) | $ / shares	$ 10

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Deficit (Details) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common Class A [Member]
Stockholders' Deficit (Details) [Line Items]
Common shares, shares authorized	80,000,000	80,000,000
Common shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares issued	17,250,000	17,250,000
Common stock shares outstanding	17,250,000	17,250,000
Class B Common Stock [Member]
Stockholders' Deficit (Details) [Line Items]
Common shares, shares authorized	20,000,000	20,000,000
Common shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares issued	4,312,500	4,312,500
Common stock shares outstanding	4,312,500	4,312,500
Class B Common Stock [Member] | IPO [Member]
Stockholders' Deficit (Details) [Line Items]
Issued and outstanding common stock, percentage	20%

Warrant Liabilities (Details)

Warrant Liabilities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrant Liabilities (Details) [Line Items]
Redemption of warrant description	•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and•        if, and only if, the reported last sale price of the Class A 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 commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders.
Public Warrants [Member]
Warrant Liabilities (Details) [Line Items]
Warrants outstanding	5,750,000	5,750,000
Public warrants expire	5 years
Private Placement [Member]
Warrant Liabilities (Details) [Line Items]
Warrants outstanding	5,700,000	5,700,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. federal net operating loss carryovers	$ 0	$ 170,524
Valuation allowance	$ 237,095	$ 177,589
Effective tax rate, percentage	8.35%	0%
Statutory tax rate, percentage	21%	21%

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of net deferred tax assets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforward		$ 35,810
Startup/Organization Expenses	414,684	141,779
Total deferred tax assets	414,684	177,589
Valuation Allowance	(414,664)	(177,589)
Deferred tax assets

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of income tax provision - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Federal
Current		$ 434,898
Deferred	(177,589)	(166,071)
State and Local
Current		89,879
Deferred		(71,024)
Change in valuation allowance	177,589	237,095
Income tax provision		$ 524,777

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of reconciliation of the federal income tax rate to the Company’s effective tax rate	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Reconciliation of the Federal Income Tax Rate to the Company’s Effective Tax Rate [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	4.34%
Prior year true up	(0.58%)
Change in fair value of warrants	(20.26%)	(27.57%)
Penalties on franchise tax obligations	0.05%
Other permanent differences		1.85%
Valuation allowance	3.80%	4.80%
Effective tax rate	8.35%	0%

Fair Value Measurements (Detail

Fair Value Measurements (Details)	11 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value Disclosures [Abstract]
Fair value transfer liabilities	$ 3,051,191

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 174,948,027	$ 172,506,512
Level 1 [Member] | Public Warrants [Member]
Liabilities:
Warrant liability	517,500	3,051,191
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant liability	$ 513,000	$ 3,032,325

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements - Level 3 [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements [Line Items]
Stock price (in Dollars per share)	$ 9.94	$ 9.64
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Expected term (in years)	4 years 6 months	5 years
Volatility	10.60%	11.40%
Risk-free rate	4.68%	1.23%
Dividend yield	0%	0%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value as of Beginning		$ 3,032,325
Initial measurement on June 11, 2021	5,092,500
Over allotment on July 1, 2021	436,500
Change in fair value	(2,496,675)	(2,519,325)
Transfer to Level 1
Fair value as of Ending	3,032,325	513,000
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value as of Beginning
Initial measurement on June 11, 2021	4,750,000
Over allotment on July 1, 2021	712,500
Change in fair value	(2,411,309)
Transfer to Level 1	(3,051,191)
Fair value as of Ending
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities [Line Items]
Fair value as of Beginning		3,032,325
Initial measurement on June 11, 2021	9,842,500
Over allotment on July 1, 2021	1,149,000
Change in fair value	(4,907,984)	(2,519,325)
Transfer to Level 1	(3,051,191)
Fair value as of Ending	$ 3,032,325	$ 513,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	1 Months Ended		12 Months Ended
	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022
Subsequent Events (Details) [Line Items]
Divided per share (in Dollars per share)			$ 10
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Cash withdrawal		$ 1,000,000
Trust account for working capital and tax obligations		$ 389,298
Withdrew from Trust Account	$ 1,000,000
Class B Common Stock [Member]
Subsequent Events (Details) [Line Items]
Subsequent event, description			(the “Sponsor Support Agreement”), pursuant to which it has agreed that it will (i) fully comply with, and perform all of the obligations, covenants and agreements set forth in that certain letter agreement, dated June 8, 2021, between the Company and Sponsor (the “Insider Letter”); (ii) waive the anti-dilution rights with respect to the Sponsor’s Founder Shares that are triggered upon the conversion of the Founder Shares into Colombier Class A Common Stock upon the consummation of the Merger; (iii) waive any claims it has or may have against the Company, PSQ and each of their affiliates with respect to any claims occurring (or any
Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Subsequent event, description			Such restrictions will lapse if, commencing on the 150th day following Closing, the volume-weighted average trading price of one share of Class A common stock quoted on the NYSE (or such other exchange on which the shares of Class A common stock are then listed) for any twenty trading days within any thirty consecutive trading day period is greater than or equal to $12.00.