LF Capital Acquisition Corp. II (LFAC) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41071
Entity Registrant Name	LF Capital Acquisition Corp. II
Entity Central Index Key	0001851266
Entity Tax Identification Number	86-2195674
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1909 Woodall Rodgers Freeway
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	740-6105
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol	LFACU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	LFAC
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	LFACW
Security Exchange Name	NASDAQ
Class A Common Stock [Member]
Entity Common Stock, Shares Outstanding		17,569,169
Class B Common Stock [Member]
Entity Common Stock, Shares Outstanding		200,000

CONDENSED BALANCE SHEETS (UNAUD

CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 118,929	$ 67,770
Prepaid expenses and other assets	352,464	375,373
Income tax receivable		187,562
Total current assets	471,393	630,705
Investments held in Trust Account	118,600,787	266,821,059
TOTAL ASSETS	119,072,180	267,451,764
CURRENT LIABILITIES
Accounts payable and accrued expenses	534,654	27,944
Franchise tax payable		72,041
Income tax payable	48,766
Promissory note related to extension- related party	904,034
Convertible promissory note – related party, at fair value	151,473	75,851
Excise tax liability	1,507,388
Total current liabilities	3,146,315	175,836
Deferred tax liability	94,269	240,266
Deferred underwriting fee payable	9,056,250	9,056,250
Total liabilities	12,296,834	9,472,352
COMMITMENTS AND CONTINGENCIES (Note 5)
Class A Common Stock subject to possible redemption, $0.0001 par value, 11,300,419 and 25,875,000 shares issued and outstanding at redemption value of approximately $10.47 and $10.30 as of March 31, 2023 and December 31, 2022, respectively	118,357,752	266,596,313
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Additional paid-in capital		123,853
Accumulated deficit	(11,583,053)	(8,741,401)
Total stockholders’ deficit	(11,582,406)	(8,616,901)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT	119,072,180	267,451,764
Common Class A [Member]
STOCKHOLDERS’ DEFICIT
Common stock value	627
Common Class B [Member]
STOCKHOLDERS’ DEFICIT
Common stock value	$ 20	$ 647

CONDENSED BALANCE SHEETS (UNA_2

CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock [Member]
Temporary equity, par value	$ 0.0001	$ 0.0001
Temporary Equity, Shares Issued	11,300,419	25,875,000
Temporary equity, shares outstanding	11,300,419	25,875,000
Temporary equity, redemption price per share	$ 10.47	$ 10.30
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	6,268,750	0
Common stock, shares outstanding	6,268,750	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	200,000	6,468,750
Common stock, shares outstanding	200,000	6,468,750

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
OPERATING EXPENSES
General and administrative	$ 733,460	$ 387,107
Franchise tax	50,000	50,000
Total expenses	783,460	437,107
OTHER INCOME
Change in fair value of convertible promissory note	(36,623)
Dividend income	776,986
Interest earned on investments held in Trust Account	1,331,526	141,460
Total other income	2,071,889	141,460
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	1,288,429	(295,647)
Income tax expense	432,331	21,907
NET INCOME (LOSS)	$ 856,098	$ (317,554)
Weighted average shares outstanding of Class A common stock, subject to possible redemption	18,997,108	25,875,000
Basic and diluted net income (loss) per share, Class A, subject to possible redemption	$ 0.17	$ (0.01)
Weighted average shares outstanding of Class A and B non-redeemable common stock	6,468,750	6,468,750
Basic and diluted net income (loss) per share, Class A and B non-redeemable common stock	$ 0.03	$ (0.01)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S DEFICIT (UNAUDITED) - USD ($)	Class A Common Stock [Member]	Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance – December 31, 2021 at Dec. 31, 2021		$ 647		$ (8,054,388)	$ (8,053,741)
Beginning balance, shares at Dec. 31, 2021		6,468,750
Net loss				(317,554)	(317,554)
Balance – March 31. 2022 at Mar. 31, 2022		$ 647		(8,371,942)	(8,371,295)
Ending balance, shares at Mar. 31, 2022		6,468,750
Balance – December 31, 2021 at Dec. 31, 2022		$ 647	123,853	(8,741,401)	(8,616,901)
Beginning balance, shares at Dec. 31, 2022		6,468,750
Proceeds received in excess of initial fair value of convertible promissory note – related party			186,001		186,001
Remeasurement of Class A ordinary shares to redemption value				(2,500,216)	(2,500,216)
Conversion of Class B Common Stock to Class A Common Sock	$ 627	$ (627)
Conversion of Class B Common Stock to Class A Common Sock , shares	6,268,750	(6,268,750)
Excise tax imposed on common stock redemption			(309,854)	(1,197,534)	(1,507,388)
Net loss				856,098	856,098
Balance – March 31. 2022 at Mar. 31, 2023	$ 627	$ 20		$ (11,583,053)	$ (11,582,406)
Ending balance, shares at Mar. 31, 2023	6,268,750	200,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 856,098	$ (317,554)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in deferred tax liability	(145,997)	17,526
Interest earned on investments held in Trust Account	(1,331,526)	(141,460)
Dividend income	(776,986)
Change in fair value of convertible promissory note	36,623
Changes in operating assets and liabilities:
Prepaid expenses and other assets	22,909	107,883
Accounts payable and accrued expenses	506,710	117,420
Income tax receivable	187,562
Income tax payable	48,766
Franchise tax payable	(72,041)	(41,842)
Net cash flows used in operating activities	(667,882)	(253,646)
CASH FLOWS FROM INVESTING ACTIVITIES
Extension payments deposited into Trust Account	(904,034)
Income earned withdrawn from Trust Account for tax obligations	494,041
Cash withdrawn from Trust Account in connection with redemptions	150,738,777
Net cash flows provided by investing activities	150,328,784
CASH FLOWS FROM FINANCING ACTIVITIES
Convertible promissory note – related party	225,000
Proceeds from note payable – related party	904,034
Payment from trust account in connection with redemption	(150,738,777)
Net cash flows used in financing activities	(149,609,743)
NET CHANGE IN CASH	51,159	(253,646)
CASH, BEGINNING OF PERIOD	67,770	325,250
CASH, END OF PERIOD	118,929	71,604
Supplemental cash flow information:
Cash paid for income taxes	342,000
Supplemental disclosure of noncash activities:
Excise tax liability accrued for common stock with redemptions	1,507,388
Proceeds received from convertible promissory note in excess of initial fair value	186,001
Remeasurement of Class A ordinary shares to redemption value	$ 2,500,216

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 – Description of Organization and Business Operations LF Capital Acquisition Corp. II (the “Company”) was incorporated in Delaware on February 19, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company has selected December 31 as its fiscal year end. The Company is not limited to a particular industry or geographic region 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 commenced any operations. All activity from February 19, 2021 (inception) through March 31, 2023, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on November 16, 2021. On November 19, 2021, the Company consummated the IPO and sold 22,500,000 11.50 10.00 225,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 11,000,000 1.00 11,000,000 Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,375,000 33,750,000 1,350,000 1,350,000 Offering costs for the IPO and the exercise of the underwriter’s over-allotment option amounted to $ 15,030,508 14,231,250 9,056,250 799,258 9,056,250 Following the closing of the IPO and the exercise of the underwriter’s over-allotment option, $ 263,925,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 The Company will provide the 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. 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 anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). The warrants will subject to redemption, as further described in Note 6. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of Class A Common Stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Class A Common Stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Although redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to the Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the 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 applicable law or stock exchange listing requirements, 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 4) and any Public Shares purchased during or after the IPO 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 transaction. Notwithstanding the foregoing, the 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 Class A Common Stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (collectively, the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 15 months from the closing of the IPO (unless extended in connection with an Extension Election as described below or as a result of an amendment to our amended and restated certificate of incorporation, which would require the approval of the holders of at least 65% of all of the Company’s then outstanding common stock) (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $ 100,000 On February 14, 2023, pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Company, our Sponsor, the holder of an aggregate of 6,388,750 shares of the Company’s Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), elected to convert 6,268,750 shares of the Class B Common Stock held by it on a one-for-one basis into Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of the Company, with immediate effect. Following such conversion, as of February 14, 2023, the Company had an aggregate of 32,143,750 shares of Class A Common Stock issued and outstanding and 200,000 shares of Class B Common Stock issued and outstanding. On February 15, 2023, the Company signed a letter of intent with the Target Company for a potential business combination which, if completed, would qualify as its initial business combination. The letter of intent is non-binding with respect to all its material terms, except with respect to provisions regarding a limited period of exclusivity. The Target Company is a US-based manufacturer in the packaging industry with industry-leading profitability serving diversified end markets and with an established and highly attractive, blue-chip customer base that are subject to multi-year contracts. On February 15, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”) to vote on a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the monthly extension payment per one-month extension of the deadline to complete the initial business combination to $0.04 per share of the Company’s Class A Common Stock (the “Charter Amendment Proposal”). The Company convened and adjourned the Special Meeting, without conducting any business and the Company adjourned the meeting until February 17, 2023. On February 17, 2023, the Company reconvened the Special Meeting at which its stockholders approved the Charter Amendment Proposal. In connection with the vote to approve the Charter Amendment Proposal, holders of 14,574,581 shares of Class A Common Stock properly exercised their right to redeem their shares of Class A Common Stock at a redemption price of approximately $10.35 per share, for an aggregate redemption amount of approximately $150,738,777. As such, approximately 56% of the Class A Common Stock outstanding with redemption rights was redeemed and approximately 11,300,419 shares of the Class A Common Stock remain outstanding. On February 21, 2023, the Company issued a promissory note (the “2023 Note”) in the aggregate principal amount of up to $2,712,101 (the “Extension Funds”) to our Sponsor, pursuant to which a portion of the Extension Funds may be deposited into the Trust Account for each share of Class A Common Stock sold in the Company’s initial public offering that was not redeemed in connection with increase of the redemption price set forth in the Charter Amendment Proposal. On February 21, 2023 and April 19, 2023, the Company drew down $452,016.76 under the 2023 Note to fund the extension payments. As of March 31, 2023, the amount borrowed against the 2023 Note was $904,034 and $1,808,067 is available for withdrawal. On March 13, 2023, Scott Reed resigned from the board of directors of the Company and from his positions as President and Chief Executive Officer. Mr. Reed did not resign as a result of any dispute or disagreement with the Company or board of directors on any matters relating to the Company’s operations, policies or practices. Mr. Reed will continue to serve as an advisor to the Company. On March 13, 2023, Elias Farhat, who is also a member of the board of directors, was appointed as the new Chief Executive Officer. On March 13, 2023, the Company announced that Djemi Traboulsi, Senior Vice President and Managing Director of the Company, was appointed to the board of directors, to serve until the 2024 annual meeting of stockholders of the Company and until his successor is elected and qualified. On March 21, 2023, Djemi Traboulsi resigned from his position as Senior Vice President and Managing Director. Mr. Traboulsi did not resign as a result of any dispute or disagreement with the Company or board of directors on any matters relating to the Company’s operations, policies or practices. Mr. Traboulsi will continue to serve as a member of the board of directors of the Company. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting fees (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the 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 residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per share held in the Trust Account. 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 vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter 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 claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there is considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic, and the Company has concluded that, while it is reasonably possible that COVID-19 could have a negative effect on the Company’s ability to identify a target company for a Business Combination, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 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. Liquidity and Going Concern As of March 31, 2023, the Company had $ 118,929 118,600,787 2,561,887 In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB Accounting Standards Update (“ASU”) Subtopic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that should the Company be unable to complete a Business Combination, the mandatory liquidation and subsequent dissolution described in Note 1 of the financial statements that would follow, raises substantial doubt about the Company’s ability to continue as a going concern. The Company originally had until February 19, 2023 to consummate a Business Combination. On February 15, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”) to vote on a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the monthly extension payment per one-month extension of the deadline to complete the initial business combination to $ 0.04 14,574,581 10.35 150,738,777 56 11,300,419 On February 21, 2023, the Company issued a promissory note (the “2023 Note”) in the aggregate principal amount of up to $ 2,712,101 452,016 Also, in connection with the Company’s assessment of going concern considerations in accordance with the ASU Subtopic 205-40 management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by August 19, 2023 (or such earlier date if the Company does not exercise its option(s) to extend the deadline) then the Company will cease all operations except for the purpose of liquidating. The liquidity condition as well as the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 23, 2023. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, will 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 unaudited condensed financial statement with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company ’ Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Investments 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 U.S. Treasury securities. 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 unrealized gains on marketable securities held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, “Financial Instruments” (“ASC 825”). The Company has made such election for its convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations. Offering Costs Associated with the Initial Public Offering Offering costs amounted to $ 15,030,508 14,621,728 408,779 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 Corporation limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature. 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. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 33.55 0.00 21 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. The company has not recorded any unrecognized tax benefits since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Class A Common Stock Subject to Possible Redemption The Company follows the two-class method to calculate earnings per ordinary share. The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC 480. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s Class A Common Stock sold in the IPO and in connection with the exercise of the underwriter’s over-allotment option feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2023 and December 31, 2022, 11,300,419 shares of Class A Common Stock subject to possible redemption is presented as temporary equity. In connection with the vote to approve the Charter Amendment Proposal, holders of 14,574,581 shares of Class A Common Stock properly exercised their right to redeem their shares of Class A Common Stock at a redemption price of approximately $10.35 per share, for an aggregate redemption amount of approximately $150,738,777. As such, approximately 56% of the Class A Common Stock outstanding with redemption rights was redeemed and approximately 11,300,419 shares of the redeemable Class A Common Stock remain outstanding. On February 21, 2023, the Company issued a promissory note (the “2023 Note”) in the aggregate principal amount of up to $ 2,712,101 452,017 904,034 Immediately upon the closing of the IPO and the exercise of the underwriter’s over-allotment option, the Company recognized the accretion from the initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against additional paid-in capital and accumulated deficit. As of March 31, 2023 and December 31, 2022 the shares of Class A Common Stock reflected on the unaudited condensed balance sheet are reconciled on the following table: Schedule of reconciled balance sheet Gross proceeds $ 258,750,000 Less Fair value of Public Warrants at issuance (6,727,500 ) Class A shares issuance costs (14,621,728 ) Plus: Remeasurement of carrying value to redemption value 26,524,228 Class A Common Stock subject to possible redemption at December 31, 2021 263,925,000 Remeasurement of carrying value to redemption value 2,671,313 Class A Common Stock subject to possible redemption at December 31, 2022 266,596,313 Less: Redemptions (150,738,777 ) Plus: Remeasurement of Class A ordinary shares to redemption value 2,500,216 Class A Common Stock subject to possible redemption at March 31, 2023 $ 118,357,752 Net income (loss) per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. A total of 12,937,500 12,350,000 25,287,500 11.50 25,287,500 For the three months ended March 31, 2023 2022 Class A Class A-redeemable common stock and Class B non- redeemable Common stock Class-B non-redeemable common Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 638,635 $ 217,463 $ (254,043 ) (63,511 ) Remeasurement for Class A Common Stock to redemption value 2,500,216 — — — Net income (loss) $ 3,138,851 $ 217,463 $ (254,043 ) (63,511 ) Denominator: Weighted average shares outstanding 18,997,108 6,468,750 25,875,000 6,468,750 Basic and dilution net income (loss) per share $ 0.17 $ 0.03 $ (0.01 ) (0.01 ) Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company ’ ’ W Stock Compensation Expense In connection with the Company’s IPO, founder’s shares were sold to certain independent directors by the Sponsor at the price of $ 0.004 The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”) under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The fair value of the 80,000 founder shares sold to certain independent directors as of November 19, 2021, was $627,119, or $7.84 per share. Recent Accounting Pronouncements The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company, or no material effect is expected on the financial statement as a result of future adoption.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2023
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the IPO, and including the underwriter’s exercise of its over-allotment option, the Company sold 25,875,000 10.00 258,750,000 243,738,425 11.50

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On March 5, 2021, the Sponsor acquired 100 50-for-1 stock split 6,468,750 1.11-for-1 stock split 7,187,500 6,468,750 843,750 80,000 6,388,750 The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions. Holders of Founder Shares may also elect to convert their shares of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment, at any time. On February 14, 2023, pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Company, our Sponsor, the holder of an aggregate of 6,388,750 0.0001 6,268,750 0.0001 32,143,750 200,000 25,875,000 6,268,750 14,574,581 11,300,419 6,268,750 The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the 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 day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement On November 19, 2021, simultaneously with the consummation of the IPO and the underwriter’s exercise of its over-allotment option, the Company consummated the issuance and sale of 12,350,000 1.00 12,350,000 11.50 Convertible Promissory Note – Related Party On April 13, 2022, the Sponsor agreed to loan the Company an aggregate of up to $1,500,000 pursuant to a promissory note (the “Convertible Note”). The Convertible Note is non-interest bearing and payable in full on February 19, 2023, unless extended. At the Company’s discretion, the Convertible Note may be converted into warrants of the Company at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On April 13, 2022, June 30, 2022 and August 31, 2022, the Company drew down $ 250,000 200,000 175,000 229,333 20,668 183,030 16,970 88,784 123,853 On January 31, 2023, the Company drew down $ 225,000 38,999 186,001 151,473 75,851 Related Party Loans On March 5, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 600,000 425,000 In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, 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 $ 1.5 1.00 On February 21, 2023, the Company issued a promissory note (the “2023 Note”) in the aggregate principal amount of up to $ 2,712,101 452,017 904,034 1,808,067 Support Services Effective November 16, 2021, the Company entered into an Administrative Support Agreement with an entity affiliated with the Sponsor for office space and administrative support services at a monthly fee of $ 15,000 15,000 45,000

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement, dated November 16, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45 3,375,000 3,375,000 The underwriter was paid a cash underwriting discount of $ 0.20 5,175,000 0.35 9,056,250 Excise Tax In connection with the vote to approve the Charter Amendment Proposal, holders of 14,574,581 150,738,777 1 1,507,388

Stockholders_ Deficit

Stockholders’ Deficit	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Stockholders’ Deficit	Note 6 — Stockholders’ Deficit Common stock Class A Common Stock— 100,000,000 0.0001 6,268,750 0 11,300,419 25,875,000 Class B Common Stock — 10,000,000 0.0001 200,000 6,468,750 Preferred Stock 1,000,000 0.0001 no Warrants 12,937,500 12,350,000 The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A Common Stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Redemption of warrants when the price per share of Class A Common Stock equals or exceeds $ 18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period” and ● if, and only if, the last reported sale price of our Class A Common Stock for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A Common Stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A Common Stock equals or exceeds $ 10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth in the warrant agreement, subject to certain exceptions; and ● if, and only if, the Reference Value of the Company’s Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities). The “fair market value” of the Company’s Class A Common Stock for the above purpose means the volume weighted average price of our Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A Common Stock per warrant (subject to adjustment). Any redemption of the warrants for Class A Common Stock will apply to both the Public Warrants and the Private Placement Warrants. No fractional Class A Common Stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A Common Stock to be issued to the holder. Please see the section entitled “Description of Securities—Warrants—Public Stockholders’ Warrants” for additional information. 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 Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of shares of Class A Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Class A Common Stock at a price below their respective exercise prices. 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. In addition, if the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Common Stock during the 10 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Class A Common Stock or equity-linked securities.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 7 — Fair Value Measurements 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. At March 31, 2023 and December 31, 2022, the assets held in the Trust Account were held in U.S. treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s liabilities 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. Schedule of fair value of recurring basis Quoted Prices in Significant Other Significant Other March 31, 2023 Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 118,600,787 — — Liabilities: Convertible promissory note 3 — — $ 151,473 Quoted Prices in Significant Other Significant Other December 31, 2022 Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 266,821,059 — — Liabilities: Convertible promissory note 3 — — $ 75,851 The following table presents the valuation inputs of the convertible promissory note as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Risk-free interest rate 3.53 % 3.90 % Time to Expiration (in years) 5.38 0.63 Expected volatility 3.0 % 3.2 % Exercise Price $ 11.50 $ 11.50 Dividend yield 0.00 % 0.00 % Stock Price $ 10.50 $ 10.26 Probability of completing an initial Business Combination (1) 17.4 % 11.4 % (1) This probability was arrived at solely for the purpose of the Level 3 input to the convertible promissory note valuation. The following table presents the changes in the fair value of the Level 3 convertible promissory note as of March 31, 2023: Schedule of changes in fair value of plan assets Fair value as of December 31, 2022 $ 75,851 Initial measurement of draw on convertible promissory note – related party on January 31, 2023 38,999 Change in fair value 36,623 Fair value as of March 31, 2023 $ 151,473

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review the Company , other than the below, did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On April 17, 2023, the Company deposited $ 452,017 On April 30, 2023, the Company drew down $ 200,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 23, 2023.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, will 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 unaudited condensed financial statement with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company ’
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no
Investments Held in Trust Account	Investments 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 U.S. Treasury securities. 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 unrealized gains on marketable securities held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information.
Convertible Promissory Note	Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, “Financial Instruments” (“ASC 825”). The Company has made such election for its convertible promissory note. Using the fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs amounted to $ 15,030,508 14,621,728 408,779
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 Corporation limit of $ 250,000
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature.
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. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 33.55 0.00 21 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. The company has not recorded any unrecognized tax benefits since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company follows the two-class method to calculate earnings per ordinary share. The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC 480. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s Class A Common Stock sold in the IPO and in connection with the exercise of the underwriter’s over-allotment option feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on March 31, 2023 and December 31, 2022, 11,300,419 shares of Class A Common Stock subject to possible redemption is presented as temporary equity. In connection with the vote to approve the Charter Amendment Proposal, holders of 14,574,581 shares of Class A Common Stock properly exercised their right to redeem their shares of Class A Common Stock at a redemption price of approximately $10.35 per share, for an aggregate redemption amount of approximately $150,738,777. As such, approximately 56% of the Class A Common Stock outstanding with redemption rights was redeemed and approximately 11,300,419 shares of the redeemable Class A Common Stock remain outstanding. On February 21, 2023, the Company issued a promissory note (the “2023 Note”) in the aggregate principal amount of up to $ 2,712,101 452,017 904,034 Immediately upon the closing of the IPO and the exercise of the underwriter’s over-allotment option, the Company recognized the accretion from the initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against additional paid-in capital and accumulated deficit. As of March 31, 2023 and December 31, 2022 the shares of Class A Common Stock reflected on the unaudited condensed balance sheet are reconciled on the following table: Schedule of reconciled balance sheet Gross proceeds $ 258,750,000 Less Fair value of Public Warrants at issuance (6,727,500 ) Class A shares issuance costs (14,621,728 ) Plus: Remeasurement of carrying value to redemption value 26,524,228 Class A Common Stock subject to possible redemption at December 31, 2021 263,925,000 Remeasurement of carrying value to redemption value 2,671,313 Class A Common Stock subject to possible redemption at December 31, 2022 266,596,313 Less: Redemptions (150,738,777 ) Plus: Remeasurement of Class A ordinary shares to redemption value 2,500,216 Class A Common Stock subject to possible redemption at March 31, 2023 $ 118,357,752
Net income (loss) per Common Share	Net income (loss) per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. A total of 12,937,500 12,350,000 25,287,500 11.50 25,287,500 For the three months ended March 31, 2023 2022 Class A Class A-redeemable common stock and Class B non- redeemable Common stock Class-B non-redeemable common Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 638,635 $ 217,463 $ (254,043 ) (63,511 ) Remeasurement for Class A Common Stock to redemption value 2,500,216 — — — Net income (loss) $ 3,138,851 $ 217,463 $ (254,043 ) (63,511 ) Denominator: Weighted average shares outstanding 18,997,108 6,468,750 25,875,000 6,468,750 Basic and dilution net income (loss) per share $ 0.17 $ 0.03 $ (0.01 ) (0.01 )
Warrant Instruments	Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company ’ ’ W
Stock Compensation Expense	Stock Compensation Expense In connection with the Company’s IPO, founder’s shares were sold to certain independent directors by the Sponsor at the price of $ 0.004 The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”) under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The fair value of the 80,000 founder shares sold to certain independent directors as of November 19, 2021, was $627,119, or $7.84 per share.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company, or no material effect is expected on the financial statement as a result of future adoption.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of reconciled balance sheet	Schedule of reconciled balance sheet Gross proceeds $ 258,750,000 Less Fair value of Public Warrants at issuance (6,727,500 ) Class A shares issuance costs (14,621,728 ) Plus: Remeasurement of carrying value to redemption value 26,524,228 Class A Common Stock subject to possible redemption at December 31, 2021 263,925,000 Remeasurement of carrying value to redemption value 2,671,313 Class A Common Stock subject to possible redemption at December 31, 2022 266,596,313 Less: Redemptions (150,738,777 ) Plus: Remeasurement of Class A ordinary shares to redemption value 2,500,216 Class A Common Stock subject to possible redemption at March 31, 2023 $ 118,357,752
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	For the three months ended March 31, 2023 2022 Class A Class A-redeemable common stock and Class B non- redeemable Common stock Class-B non-redeemable common Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 638,635 $ 217,463 $ (254,043 ) (63,511 ) Remeasurement for Class A Common Stock to redemption value 2,500,216 — — — Net income (loss) $ 3,138,851 $ 217,463 $ (254,043 ) (63,511 ) Denominator: Weighted average shares outstanding 18,997,108 6,468,750 25,875,000 6,468,750 Basic and dilution net income (loss) per share $ 0.17 $ 0.03 $ (0.01 ) (0.01 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of fair value of recurring basis	Schedule of fair value of recurring basis Quoted Prices in Significant Other Significant Other March 31, 2023 Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 118,600,787 — — Liabilities: Convertible promissory note 3 — — $ 151,473 Quoted Prices in Significant Other Significant Other December 31, 2022 Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 266,821,059 — — Liabilities: Convertible promissory note 3 — — $ 75,851 The following table presents the valuation inputs of the convertible promissory note as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Risk-free interest rate 3.53 % 3.90 % Time to Expiration (in years) 5.38 0.63 Expected volatility 3.0 % 3.2 % Exercise Price $ 11.50 $ 11.50 Dividend yield 0.00 % 0.00 % Stock Price $ 10.50 $ 10.26 Probability of completing an initial Business Combination (1) 17.4 % 11.4 % (1) This probability was arrived at solely for the purpose of the Level 3 input to the convertible promissory note valuation.
Schedule of changes in fair value of plan assets	Schedule of changes in fair value of plan assets Fair value as of December 31, 2022 $ 75,851 Initial measurement of draw on convertible promissory note – related party on January 31, 2023 38,999 Change in fair value 36,623 Fair value as of March 31, 2023 $ 151,473

Description of Organization a_2

Description of Organization and Business Operations (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended
	Feb. 17, 2023	Nov. 19, 2022	Nov. 19, 2021	Mar. 31, 2023	Mar. 31, 2022	Mar. 20, 2023	Mar. 17, 2023	Feb. 21, 2023	Feb. 15, 2023	Dec. 31, 2022	Jun. 18, 2021
Subsidiary, Sale of Stock [Line Items]
Share price				$ 10.50						$ 10.26
Percentage of fair market value				80%
Business combination, percentage of voting securities				50%
Net tangible assets				$ 5,000,001
Dissolution expenses				100,000
Operating Loss				118,929
Securities held in trust account				118,600,787						$ 266,821,059
Working capital deficit				2,561,887
Remeasurement of Class A ordinary shares to redemption value				$ (2,500,216)
Promissory Notes [Member]
Subsidiary, Sale of Stock [Line Items]
Face amount								$ 2,712,101
Trust Account [Member]
Subsidiary, Sale of Stock [Line Items]
Face amount						$ 452,016
Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units per share				$ 0.004
Face amount											$ 600,000
Sponsor [Member] | Promissory Notes [Member]
Subsidiary, Sale of Stock [Line Items]
Face amount								$ 2,712,101
Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering aggragate amount			$ 1,350,000
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Share price			$ 11.50
Shares Issued, Price Per Share	$ 10.35								$ 0.04
Stock Redeemed or Called During Period, Shares	14,574,581			14,574,581
Remeasurement of Class A ordinary shares to redemption value	$ 150,738,777			$ 150,738,777
Common stockshare redeemed, Percentage				1%			56%
Common stock share outstanding share	11,300,419
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering			22,500,000
Sale of units per share			$ 1	$ 10
Sale of units in initial public offering aggragate amount			$ 225,000,000	$ 243,738,425
Sale of units in initial public offering				25,875,000
Offering costs				$ 15,030,508
Underwriting fees				14,231,250
Deferred and held in the Trust Account				9,056,250	$ 9,056,250
Other offering costs				799,258
Net proceeds from sale of units				$ 263,925,000
Shares Issued, Price Per Share				$ 10.20
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering aggragate amount		$ 12,350,000
Private Placement [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering			11,000,000
Private Placement Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering			25,287,500
Warrant price per share				$ 1
Private Placement Warrants [Member] | Sponsor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering aggragate amount			$ 1,350,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering aggragate amount			$ 33,750,000
Sale of units in initial public offering			3,375,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Redemptions	$ (150,738,777)
Class A Common Stock subject to possible redemption	118,357,752	$ 266,596,313
Common Class A [Member]
Gross proceeds	258,750,000
Fair value of Public Warrants at issuance	(6,727,500)
Class A shares issuance costs	(14,621,728)
Remeasurement of carrying value to redemption value	26,524,228
Class A common stock subject to possible redemption	263,925,000
Remeasurement of carrying value to redemption value	2,671,313
Class A Common Stock subject to possible redemption	266,596,313
Remeasurement of Class A ordinary shares to redemption value	$ 2,500,216

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A Redeemable Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 638,635	$ (254,043)
Remeasurement for Class A Common Stock to redemption value	2,500,216
Net income (loss)	$ 3,138,851	$ (254,043)
Denominator:
Weighted average shares outstanding	18,997,108	25,875,000
Basic and dilution net income (loss) per share	$ 0.17	$ (0.01)
Class A And Class B Non Redeemable Common Stock [Member]
Numerator:
Allocation of net income (loss)	$ 217,463
Remeasurement for Class A Common Stock to redemption value
Net income (loss)	$ 217,463
Denominator:
Weighted average shares outstanding	6,468,750
Basic and dilution net income (loss) per share	$ 0.03
Class B Non Redeemable Common Stock [Member]
Numerator:
Allocation of net income (loss)		$ (63,511)
Remeasurement for Class A Common Stock to redemption value
Net income (loss)		$ (63,511)
Denominator:
Weighted average shares outstanding		6,468,750
Basic and dilution net income (loss) per share		$ (0.01)

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended
	Nov. 09, 2021	Feb. 21, 2023	Nov. 19, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Jun. 18, 2021
Cash equivalents				$ 0		$ 0
Offering cost				15,030,508
FDIC amount				$ 250,000
Effective tax rate				33.55%	0%
Statutory tax rate				21%	21%
Number of shares sold,description	The fair value of the 80,000 founder shares sold to certain independent directors as of November 19, 2021, was $627,119, or $7.84 per share.
Sponsor [Member]
Face amount							$ 600,000
Price per share				$ 0.004
Promissory Note [Member]
Face amount		$ 2,712,101
Repayments of bebt		$ 452,017
Amount borrowed				$ 904,034
Promissory Note [Member] | Sponsor [Member]
Amount borrowed				904,034
Public And Private Warrants [Member]
Offering cost				408,779
Public Warrants [Member]
Shares issued			12,937,500
Private Placement Warrant [Member]
Aggregate of shares			12,350,000
Private Placement Warrants [Member]
Aggregate of shares			25,287,500
Class A Common Stock [Member]
Offering cost				$ 14,621,728
Price per share			$ 11.50
Common Class A [Member]
Anti-diluted shares				25,287,500

Initial Public Offering (Detail

Initial Public Offering (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 19, 2021	Mar. 31, 2023
Class A Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units per share	$ 11.50
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering		25,875,000
Sale of units per share	$ 1	$ 10
Gross proceeds		$ 258,750,000
Net proceeds	$ 225,000,000	$ 243,738,425

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)				1 Months Ended											3 Months Ended
	Apr. 13, 2022	Mar. 15, 2021	Mar. 05, 2021	Feb. 21, 2023	Feb. 17, 2023	Feb. 14, 2023	Jan. 31, 2023	Nov. 19, 2022	Aug. 31, 2022	Jun. 30, 2022	Nov. 19, 2021	Nov. 16, 2021	Oct. 26, 2021	Jun. 21, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Jun. 18, 2021
Related Party Transaction [Line Items]
Stock split, description		50-for-1 stock split												1.11-for-1 stock split
Founder shares															80,000
Convertible debt	$ 250,000						$ 225,000		$ 175,000	$ 200,000
Estimated fair value	229,333						38,999		88,784	183,030
Convertible promissory note - related party	$ 20,668						$ 186,001		$ 123,853	$ 16,970					$ 225,000
Aggregate fair value															151,473		$ 75,851
Working Capital Loans															$ 1,500,000
Conversion Price															$ 1
Administrative expenses												$ 15,000
Liquidation fee												$ 15,000
General and Administrative expenses															$ 45,000	$ 45,000
Promissory Notes [Member]
Related Party Transaction [Line Items]
Face amount				$ 2,712,101
Promissory Note [Member]
Related Party Transaction [Line Items]
Face amount				2,712,101
Repayments of debt				452,017
Amount borrowed															$ 904,034
Private Placement Warrant [Member]
Related Party Transaction [Line Items]
Sale of units in initial public offering											12,350,000
IPO [Member]
Related Party Transaction [Line Items]
Sale of units in initial public offering															25,875,000
Sale of units per share											$ 1				$ 10
Gross proceeds											$ 225,000,000				$ 243,738,425
Private Placement [Member]
Related Party Transaction [Line Items]
Gross proceeds								$ 12,350,000
Common Class B [Member]
Related Party Transaction [Line Items]
Common stock, par value						$ 0.0001									$ 0.0001		$ 0.0001
Conversion of shares						6,268,750
Common stock, shares outstanding						200,000									200,000		6,468,750
Common Class A [Member]
Related Party Transaction [Line Items]
Common stock, par value						$ 0.0001									$ 0.0001		$ 0.0001
Common stock, shares outstanding						32,143,750									6,268,750		0
Number of shares redeemed					14,574,581										14,574,581
Class A Common Stock Redeemable [Member]
Related Party Transaction [Line Items]
Number of shares issued						25,875,000
Class A Common Stock Non Redeemable [Member]
Related Party Transaction [Line Items]
Number of shares issued						6,268,750
Class A Common Stock [Member]
Related Party Transaction [Line Items]
Number of shares redeemed						14,574,581
Sale of units per share											$ 11.50
Redeemable Class A Common Stock [Member]
Related Party Transaction [Line Items]
Number of shares redeemed						11,300,419
Non Redeemable Class A Common Stock [Member]
Related Party Transaction [Line Items]
Number of shares redeemed						6,268,750
Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares issued			100
Founder shares						6,388,750									6,388,750
Sale of units per share															$ 0.004
Loans payable			$ 300,000
Face amount																		$ 600,000
Repayment of Promissory Note			$ 425,000
Sponsor [Member] | Promissory Notes [Member]
Related Party Transaction [Line Items]
Face amount				2,712,101
Repayments of debt				$ 452,017
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Amount borrowed															$ 904,034
Cash withdrawal															$ 1,808,067
Sponsor [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Sale of units in initial public offering											11,000,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares outstanding		6,468,750											6,468,750	7,187,500
Number of shares forfeiture													843,750

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Feb. 17, 2023	Nov. 19, 2021	Mar. 31, 2023	Mar. 17, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Term of option for underwriters to purchase additional Units to cover over-allotments		45 days
Number of shares redeem, value			$ (2,500,216)
Excise tax liability			$ 1,507,388
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares redeem	14,574,581		14,574,581
Number of shares redeem, value	$ 150,738,777		$ 150,738,777
Common stockshare redeemed, percentage			1%	56%
Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregate value			$ 9,056,250
Deferred underwriting fee			$ 0.35
Over-Allotment Option [Member] | Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of additional units		3,375,000	3,375,000
Aggregate value			$ 5,175,000
IPO [Member] | Underwriting Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Cash underwriting discount			$ 0.20

Stockholders_ Deficit (Details

Stockholders’ Deficit (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2023	Feb. 14, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	1,000,000		1,000,000
Preferred stock, par value	$ 0.0001		$ 0.0001
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Share redemption price per share	$ 18
Warrant [Member]
Class of Stock [Line Items]
Warrant price per share	$ 0.01
Public Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding	12,937,500		12,937,500
Private Placement Warrants [Member]
Class of Stock [Line Items]
Warrants outstanding	12,350,000		12,350,000
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000,000		100,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	6,268,750		0
Common stock, shares outstanding	6,268,750	32,143,750	0
Common stock subject to possible redemption	11,300,419		25,875,000
Share redemption price per share	$ 10
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	10,000,000		10,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	200,000		6,468,750
Common stock, shares outstanding	200,000	200,000	6,468,750

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk free interest rate	3.53%	3.90%
Time to Expiration	5 years 4 months 17 days	7 months 17 days
Expected volatility	3%	3.20%
Exercise Price	$ 11.50	$ 11.50
Dividend yield	0%	0%
Stock Price	$ 10.50	$ 10.26
Probability of completing an initial Business Combination	17.40%	11.40%
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities	$ 118,600,787	$ 266,821,059
Convertible promissory note
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities
Convertible promissory note
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities
Convertible promissory note	$ 151,473	$ 75,851

Fair Value Measurements (Deta_2

Fair Value Measurements (Details 1)	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value Disclosures [Abstract]
Fair value of convertible note, beginning	$ 75,851
Initial measurement of draw on convertible promissory note - related party	38,999
Change in fair value	36,623
Fair value of convertible note, ending	$ 151,473

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Apr. 30, 2023	Apr. 17, 2023
Subsequent Events [Abstract]
Deposited in trust account		$ 452,017
Convertible note	$ 200,000