PSQ (PSQH) S-4/A 22 May 23 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	3 Months Ended
	Mar. 31, 2023
Document Information Line Items
Entity Registrant Name	Colombier Acquisition Corp.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	Amendment No. 1
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

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 1,792,862	$ 195,339
Prepaid expenses	135,505	179,386
Total current assets	1,928,367	374,725
Marketable securities held in Trust Account	174,396,858	174,948,027
Total Assets	176,325,225	175,322,752
Current liabilities
Accrued expenses	1,299,510	585,750
Income taxes payable	977,338	524,777
Total current liabilities	2,276,848	1,110,527
Warrant liabilities	2,519,000	1,030,500
Deferred underwriting fee payable	6,037,500	6,037,500
Total liabilities	10,833,348	8,178,527
Commitments (Note 6)
Class A common stock subject to possible redemption, $0.0001 par value; 17,250,000 shares issued and outstanding at redemption values of $10.05 and $10.03 per share as of March 31, 2023 and December 31, 2022, respectively	173,367,397	173,034,002
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding
Class A common stock; $0.0001 par value; 80,000,000 shares authorized (excluding 17,250,000 shares subject to possible redemption) as of March 31, 2023 and December 31, 2022
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding as of March 31, 2023 and December 31, 2022	431	431
Accumulated deficit	(7,875,951)	(5,890,208)
Total Stockholders’ Deficit	(7,875,520)	(5,889,777)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 176,325,225	$ 175,322,752

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
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)	$ 10.05	$ 10.03
Common stock, shares issued	17,250,000	17,250,000
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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating and formation costs	$ 1,549,416	$ 292,360
Loss from operations	(1,549,416)	(292,360)
Other income:
Interest earned on marketable securities held in Trust Account	1,838,129	11,135
Change in fair value of warrant liabilities	(1,488,500)	2,866,252
Total other income, net	349,629	2,877,387
(Loss) Income before provision for income taxes	(1,199,787)	2,585,027
Provision for income taxes	(452,561)
Net (loss) income	$ (1,652,348)	$ 2,585,027
Class A Common Stock
Other income:
Basic weighted average shares outstanding (in Shares)	17,250,000	17,250,000
Basic net (loss) income per share (in Dollars per share)	$ (0.08)	$ 0.12
Class B Common Stock
Other income:
Basic weighted average shares outstanding (in Shares)	4,312,500	4,312,500
Basic net (loss) income per share (in Dollars per share)	$ (0.08)	$ 0.12

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A Common Stock
Diluted weighted average shares outstanding	17,250,000	17,250,000
Diluted net (loss) income per share	$ (0.08)	$ 0.12
Class B Common Stock
Diluted weighted average shares outstanding	4,312,500	4,312,500
Diluted net (loss) income per share	$ (0.08)	$ 0.12

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($)	Class B Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 431		$ (11,152,409)	$ (11,151,978)
Balance (in Shares) at Dec. 31, 2021	4,312,500
Net income (loss)			2,585,027	2,585,027
Balance at Mar. 31, 2022	$ 431		(8,567,382)	(8,566,951)
Balance (in Shares) at Mar. 31, 2022	4,312,500
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			(333,395)	(333,395)
Net income (loss)			(1,652,348)	(1,652,348)
Balance at Mar. 31, 2023	$ 431		$ (7,875,951)	$ (7,875,520)
Balance (in Shares) at Mar. 31, 2023	4,312,500

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (1,652,348)	$ 2,585,027
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(1,838,129)	(11,135)
Change in fair value of derivative warrant liabilities	1,488,500	(2,866,252)
Changes in operating assets and liabilities:
Prepaid expenses	43,881	107,631
Income taxes payable	452,561
Accrued expenses	713,760	(198,345)
Net cash used in operating activities	(791,775)	(383,074)
Cash Flows from Investing Activities:
Cash withdrawn from Trust Account to pay franchise and income taxes	389,298
Cash withdrawn from Trust Account for working capital purposes	2,000,000
Net cash provided by investing activities	2,389,298
Net Change in Cash	1,597,523	(383,074)
Cash – Beginning	195,339	841,226
Cash – Ending	1,792,862	458,152
Non-Cash Investing and Financing Activities:
Re-measurement for Class A common stock to redemption value	$ 333,395

Description of Organization, Bu

Description of Organization, Business Operations and Liquidity	3 Months Ended
	Mar. 31, 2023
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 has one subsidiary, Colombier -Liberty 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 March 31, 2023, the Company had not yet commenced any operations. All activity for the period February 12, 2021 (inception) through March 31, 2023 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), identifying a target company for a Business Combination, and activities in connection with the proposed acquisition of PSQ Holdings, Inc. d/b/a PublicSq., a Delaware corporation (“PublicSq.”) (see Note 6). 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 is 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. Pursuant to the 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, the Company withdrew $1,000,000 from the Trust Account for fiscal year 2023 working capital purposes. 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 holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to fund Permitted Withdrawals). 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, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination prior to June 11, 2023) 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 September 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 (other than the Company’s independent registered public accounting firm) 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 taxes payable, 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 independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination On February 27, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, the Merger Sub the Sponsor, in the capacity as Purchaser representative (solely for purposes of certain sections of the Merger Agreement), and PublicSq. Pursuant to the terms of the Merger Agreement, a business combination between the Company and PublicSq. (the “Merger”) will be effected and the name of the Company will be changed to “PSQ Holdings, Inc.” For more information, please see Note 6 and the Company’s Current Report on Form 8 -K Liquidity and Going Concern At March 31, 2023, the Company had cash of $1,792,862 and working capital of $680,981 (after adding back $50,000 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; $2,124 of franchises taxes paid out of an operating cash account not yet reimbursed from the Trust Account; and $977,338 in accrued income tax payable, which may be settled using earnings from the Trust Account). The Company’s liquidity needs up to March 31, 2023 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 three months ended March 31, 2023, the Company withdrew $2,389,298 to pay for income taxes and working capital expenses. 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 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	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K 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 being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging 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 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 our common stock that is held by non -affiliates th -convertible -year Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 condensed consolidated 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 March 31, 2023 and December 31, 2022, 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. For the three months ended March 31, 2023 and 2022, the Company withdrew $2,389,298 and $0 from the Trust Account to fund Permitted Withdrawals, respectively. 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 -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 is 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 March 31, 2023 and December 31, 2022, 17,250,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. 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 March 31, 2023 and December 31, 2022, the Class A Common stock subject to possible redemption reflected in the condensed consolidated 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 Plus: Re-measurement of carrying value to redemption value 333,395 Class A common stock subject to possible redemption, March 31, 2023 $ 173,367,397 Offering Costs The Company complies with the requirements of the ASC 340 -10-S99-1 -operating -measurement -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 consolidated 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. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (37.72)% and 0.00% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to changes in fair value in warrant liability, M&A expenses subsequent to signing of a letter of intent (“LOI”), and the valuation allowance on the deferred tax assets. 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 March 31, 2023 and December 31, 2022. 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 as its only “major” tax jurisdiction. 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 (loss) income per Common Share Net (loss) 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 (loss) 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 shares of common stock in the calculation of diluted income (loss) per common share, since the exercise of the warrants is contingent upon the occurrence of future events. For the periods ended March 31, 2023 and 2022, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common share for the period presented. The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income $ (1,321,878 ) $ (330,470 ) $ 2,068,022 $ 517,005 Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net (loss) income per common share $ (0.08 ) $ (0.08 ) $ 0.12 $ 0.12 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 accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, 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 recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2023
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	3 Months Ended
	Mar. 31, 2023
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	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 15, 2021, the Sponsor purchased 4,312,500 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares include an aggregate of up to 562,500 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over -allotment -converted -allotment The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) 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 Services 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 three months ended March 31, 2023 and 2022, the Company incurred $30,000 in fees for these services, respectively, of which $13,750 and $30,000 are included in accrued expenses in the accompanying condensed consolidated balance sheets, respectively. 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 and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6. COMMITMENTS AND CONTINGENCIES 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 our 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. The Company agreed to pay for the FINRA -related PublicSq. Merger Agreement On February 27, 2023, the Company entered into the Merger Agreement with the Merger Sub, the Sponsor, the capacity as Purchaser representative (solely for the purpose of certain sections of the Merger Agreement), and PublicSq. Pursuant to the Merger Agreement, Merger Sub will merge with and into PublicSq., with PublicSq. being the surviving company following the merger (the “Merger”) and continuing in existence as a wholly owned subsidiary of the Company. Any PublicSq. convertible securities which remain outstanding and have not been exercised or do not convert automatically into shares of PublicSq. Common Stock (as defined below) prior to the effective time of the Merger (the “Effective Time”) will be cancelled without consideration, each share of PublicSq. common stock, par value $0.001 per share (“PublicSq. Common Stock”), other than shares held by Michael Seifert (the “Founder”), will be automatically converted into the right to receive a number of shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Colombier Class A Common Stock”) equal to the Conversion Ratio (as defined in the Merger Agreement); and each share of PublicSq. Common Stock held by the Founder will be automatically converted into the right to receive a number of shares of Class C Common Stock, par value $0.0001 per share, of the Company (“Colombier Class C Common Stock” and, together with Colombier Class A Common Stock, “Colombier Common Stock”) equal to the Conversion Ratio. Pursuant to the terms of the Merger Agreement, the consideration to be delivered to the holders of PublicSq. Common Stock in connection with the Merger (the “Merger Consideration”) will be a number of newly issued shares of Colombier Common Stock with an aggregate value equal to $200.0 million, subject to adjustments for PublicSq.’s closing debt (net of cash). In addition to the right to receive Colombier Class A Common Stock or Colombier Class C Common Stock, as applicable, in the Merger, holders of PublicSq. Common Stock and certain other employees and service providers of PublicSq. (the “Deemed Equity Holders” and, together with the other earnout participants, collectively, the “PublicSq. Earnout Participants”) will be entitled to receive up to 3,000,000 shares of Colombier Class A Common Stock (the “Earn -Out -Out -Out -weighted -Out -Out -Out -Out -Out -Out -Out -Out -Out -Out extent the relevant Triggering Event has not previously occurred, such relevant Triggering Event shall be deemed to have occurred and (ii) each PublicSq. Earnout Participant shall be entitled to receive its pro rata share of the applicable number of Earn -Out In connection with the execution of the Merger Agreement, 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 Certain stockholders of PublicSq. (the “PublicSq. 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 PublicSq. beneficially owned by the PublicSq. Holders (the “PublicSq. Shares”) in favor of the Merger and related transactions. Such PublicSq. 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 PublicSq. Holders’ ability to perform their obligations under the Company Support Agreements. Pursuant to the Company Support Agreements, the PublicSq. Holders also agreed not to transfer the PublicSq. 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 PublicSq. 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 PublicSq. 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 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 “Business Combination”), the Company and the Representative of the Company’s underwriters for the Company’s 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 Business Combination with PublicSq. (the “PublicSq. Business Combination”). The Company has not engaged Farvahar Capital (“Farvahar”) to provide financial, advisory, or other services to the Company in connection with the Initial Public Offering or the PublicSq. Business Combination. Accordingly, since inception, Farvahar has not received and is not expected to receive any fees, commissions or reimbursements of any expenses from the Company. The Company does not intend to engage Farvahar to provide any advisory or other services to the Company in connection with the PublicSq. Business Combination or otherwise. In March, the Company entered into a letter agreement with Cantor Fitzgerald & Co. (“CF&CO”), pursuant to which CF&CO agreed to provide certain capital markets advisory services to the Company in connection with the Business Combination in consideration for advisory fees. These fees would be payable in cash contingent on the closing of the Merger.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2023
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	3 Months Ended
	Mar. 31, 2023
Warrants Liabilities [Abstract]
WARRANT LIABILITIES	NOTE 8. WARRANT LIABILITIES At March 31, 2023 and December 31, 2022, 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 st Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. • • • • -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 March 31, 2023 and December 31, 2022, 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

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 9. 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 the Company’s 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 March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, Level December 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 174,396,858 1 $ 174,948,027 Liabilities: Warrant liability – Public Warrants 1 $ 1,265,000 1 $ 517,500 Warrant liability – Private Placement Warrants 3 1,254,000 3 513,000 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: March 31, December 31, 2022 Stock price $ 10.13 $ 9.94 Exercise price $ 11.50 $ 11.50 Expected term (in years) 0.71 4.50 Volatility 16.3 % 10.60 % Risk-free rate 4.76 % 4.68 % Dividend yield 0.0 % 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: Private Public Warrant Fair value as of December 31, 2022 $ 513,000 — $ 513,000 Change in fair value 741,000 — 741,000 Fair value as of March 31, 2023 $ 1,254,000 — $ 1,254,000 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 Transfers to/from Levels

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On April 11, 2023, the Company withdrew $545,692 from available interest earned on the Trust Account to pay income tax obligations. On April 7, 2023, the Company filed its initial Registration Statement on Form S -4

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	3 Months Ended
	Mar. 31, 2023
Description of Organization, Business Operations and Liquidity [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K
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 being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging 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 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 our common stock that is held by non -affiliates th -convertible -year
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 condensed consolidated 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 March 31, 2023 and December 31, 2022, 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. For the three months ended March 31, 2023 and 2022, the Company withdrew $2,389,298 and $0 from the Trust Account to fund Permitted Withdrawals, respectively. 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 -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 is 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 March 31, 2023 and December 31, 2022, 17,250,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. 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 March 31, 2023 and December 31, 2022, the Class A Common stock subject to possible redemption reflected in the condensed consolidated 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 Plus: Re-measurement of carrying value to redemption value 333,395 Class A common stock subject to possible redemption, March 31, 2023 $ 173,367,397
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340 -10-S99-1 -operating -measurement -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 consolidated 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. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (37.72)% and 0.00% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to changes in fair value in warrant liability, M&A expenses subsequent to signing of a letter of intent (“LOI”), and the valuation allowance on the deferred tax assets. 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 March 31, 2023 and December 31, 2022. 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 as its only “major” tax jurisdiction. 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 (loss) income per Common Share	Net (loss) income per Common Share Net (loss) 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 (loss) 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 shares of common stock in the calculation of diluted income (loss) per common share, since the exercise of the warrants is contingent upon the occurrence of future events. For the periods ended March 31, 2023 and 2022, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common share for the period presented. The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income $ (1,321,878 ) $ (330,470 ) $ 2,068,022 $ 517,005 Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net (loss) income per common share $ (0.08 ) $ (0.08 ) $ 0.12 $ 0.12
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 accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, 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 recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Description of Organization, Business Operations and Liquidity [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 Plus: Re-measurement of carrying value to redemption value 333,395 Class A common stock subject to possible redemption, March 31, 2023 $ 173,367,397
Schedule of basic and diluted net income per common share	Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net (loss) income per common share Numerator: Allocation of net (loss) income $ (1,321,878 ) $ (330,470 ) $ 2,068,022 $ 517,005 Denominator: Basic and diluted weighted average shares outstanding 17,250,000 4,312,500 17,250,000 4,312,500 Basic and diluted net (loss) income per common share $ (0.08 ) $ (0.08 ) $ 0.12 $ 0.12

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Measurements [Abstract]
Schedule of company’s assets that are measured at fair value on a recurring basis	Description Level March 31, Level December 31, 2022 Assets: Marketable securities held in Trust Account 1 $ 174,396,858 1 $ 174,948,027 Liabilities: Warrant liability – Public Warrants 1 $ 1,265,000 1 $ 517,500 Warrant liability – Private Placement Warrants 3 1,254,000 3 513,000
Schedule of level 3 fair value measurements	March 31, December 31, 2022 Stock price $ 10.13 $ 9.94 Exercise price $ 11.50 $ 11.50 Expected term (in years) 0.71 4.50 Volatility 16.3 % 10.60 % Risk-free rate 4.76 % 4.68 % Dividend yield 0.0 % 0.00 %
Schedule of changes in the fair value of level 3 warrant liabilities	Private Public Warrant Fair value as of December 31, 2022 $ 513,000 — $ 513,000 Change in fair value 741,000 — 741,000 Fair value as of March 31, 2023 $ 1,254,000 — $ 1,254,000 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

Description of Organization, _2

Description of Organization, Business Operations and Liquidity (Details) - USD ($)				3 Months Ended
	Aug. 16, 2022	Jul. 01, 2021	Jun. 11, 2021	Mar. 31, 2023	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
Amount withdrawal				1,000,000
Amount withdrawal one				389,298
Additional withdrew				$ 1,000,000
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				$ 1,792,862
Working capital				680,981
Franchise tax payable				50,000
Franchise taxes paid				2,124
Income taxes payable				977,338	$ 524,777
Proceeds from sale of founder shares				25,000
Unsecured and noninterest bearing promissory note				46,975
Trust account				1,000,000
Amount withdrew from trust account to pay taxes				$ 2,389,298
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 ($)	3 Months Ended		5 Months Ended	8 Months Ended	11 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	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	1,792,862					$ 195,339
Amount withdrew from trust account to pay taxes	2,389,298	$ 0
Accrued deferred underwriters fees	$ 6,037,500
Derivative warrant liabilities			$ 290,432	$ 39,187	$ 329,619
Effective tax rate	(37.72%)					0%
Statutory tax rate	21%					21%
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 ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Common Stock Subject to Possible Redemption Reflected in the Balance Sheets [Abstract]
Gross proceeds			$ 172,500,000
Proceeds allocated to Public Warrants			(5,462,500)
Class A common stock issuance costs			(9,447,180)
Re-measurement of carrying value to redemption value	$ 333,395	$ 534,002	14,909,680
Class A common stock subject to possible redemption	$ 173,367,397	$ 173,034,002	$ 172,500,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A [Member]
Numerator:
Allocation of net (loss) income	$ (1,321,878)	$ 2,068,022
Denominator:
Basic and diluted weighted average shares outstanding	17,250,000	17,250,000
Basic and diluted net (loss) income per common share	$ (0.08)	$ 0.12
Class B [Member]
Numerator:
Allocation of net (loss) income	$ (330,470)	$ 517,005
Denominator:
Basic and diluted weighted average shares outstanding	4,312,500	4,312,500
Basic and diluted net (loss) income per common share	$ (0.08)	$ 0.12

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per common share (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 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	17,250,000	17,250,000
Diluted net income per common share	$ (0.08)	$ 0.12
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	4,312,500	4,312,500
Diluted net income per common share	$ (0.08)	$ 0.12

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Jul. 01, 2021	Mar. 31, 2023
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 ($)		3 Months Ended
	Jul. 01, 2021	Mar. 31, 2023
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	3 Months Ended
	Jun. 11, 2021	Jun. 08, 2021	Feb. 15, 2021	Feb. 23, 2021	Mar. 31, 2023	Mar. 31, 2022	Jul. 01, 2021
Related Party Transactions (Details) [Line Items]
Amount incurred fees for services					$ 30,000	$ 30,000
Accrued expenses					13,750	30,000
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 and Contingencies (

Commitments and Contingencies (Details) - USD ($)		3 Months Ended
	Jul. 01, 2021	Mar. 31, 2023
Commitments and Contingencies (Details) [Line Items]
Granted shares		2,250,000
Number of units sold		2,250,000
Deferred fee per unit (in Dollars per share)		$ 0.35
Deferred underwriting fee payable (in Dollars)		$ 6,037,500
Fees and expenses (in Dollars)		$ 50,000
Common stock, par value (in Dollars per share)		$ 0.001
Net of cash (in Dollars)		$ 200,000,000
Additional earn out shares		1,000,000
Sponsor shares, description		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
Sponsor price per shares (in Dollars per share)		$ 10
Volume-weighted average trading price		1
Trading price per shares (in Dollars per share)		$ 12
IPO [Member]
Commitments and Contingencies (Details) [Line Items]
Number of units sold		17,250,000
Proceeds from issuance of underwriters (in Dollars)		$ 3,450,000
Class A Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock, par value (in Dollars per share)		$ 0.0001
Class C Common Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Common stock, par value (in Dollars per share)		$ 0.0001
Underwriting Agreement [Member] | Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Number of units sold	2,250,000
Share price (in Dollars per share)	$ 10
Triggering Event I [Member]
Commitments and Contingencies (Details) [Line Items]
Earn out shares		3,000,000
Earn out trading, per share		12.5
Triggering Event II [Member]
Commitments and Contingencies (Details) [Line Items]
Earn out shares		1,000,000
Earn out trading, per share		15
Triggering Event III [Member]
Commitments and Contingencies (Details) [Line Items]
Earn out shares		1,000,000
Earn out trading, per share		17.5

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule of company’s assets that are measured at fair value on a recurring basis - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 174,396,858	$ 174,948,027
Level 1 [Member] | Public Warrants [Member]
Liabilities:
Warrant liability	1,265,000	517,500
Level 3 [Member] | Private Placement Warrants [Member]
Liabilities:
Warrant liability	$ 1,254,000	$ 513,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of level 3 fair value measurements - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Schedule of Level 3 Fair Value Measurements [Abstract]
Stock price (in Dollars per share)	$ 10.13	$ 9.94
Exercise price (in Dollars per share)	$ 11.5	$ 11.5
Expected term (in years)	8 months 15 days	4 years 6 months
Volatility	16.30%	10.60%
Risk-free rate	4.76%	4.68%
Dividend yield	0%	0%

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	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	$ 513,000	$ 3,032,325
Change in fair value	741,000	(2,519,325)
Fair value as of Ending	1,254,000	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
Change in fair value
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	513,000	3,032,325
Change in fair value	741,000	(2,519,325)
Fair value as of Ending	$ 1,254,000	$ 513,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		3 Months Ended
	Apr. 11, 2023	Mar. 31, 2023
Subsequent Events (Details) [Line Items]
Cash withdrawal		$ 1,000,000
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Cash withdrawal	$ 545,692
Class A Common Stock [Member]
Subsequent Events (Details) [Line Items]
Subsequent event, description		Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.