Integrated Rail and Resources Acquisition (IRRX) 10-K 31 Mar 23 2022 FY Annual report Financial data

Cover Page

Cover Page - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 27, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	Integrated Rail and Resources Acquisition Corp.
Entity Central Index Key	0001854795
Current Fiscal Year End Date	--12-31
Entity File Number	001-41048
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
Entity Shell Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	400 W. Morse Boulevard, Suite 220
Entity Address, City or Town	Winter Park
Entity Address, State or Province	FL
Entity Tax Identification Number	86-2581754
Entity Address, Postal Zip Code	32789
City Area Code	321
Local Phone Number	972-1583
ICFR Auditor Attestation Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Hartford, CT
Entity Public Float			$ 229,310,000
Units [Member]
Document Information [Line Items]
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	IRRXU
Security Exchange Name	NYSE
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	IRRX
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		13,844,082
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	IRRXW
Security Exchange Name	NYSE

Balance Sheet

Balance Sheet - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 54,173	$ 1,004,278
Prepaid Expense and Other Assets	433,578	409,084
Total Current Assets	487,751	1,413,362
Investments Held in Trust Account	237,537,270	232,302,620
Prepaid Expenses, Non-Current		357,949
Total Assets	238,025,021	234,073,931
Current liabilities
Accounts Payable	84,488	20,000
Accrued Expenses	597,250	60,500
Accrued Offering Costs		36,352
Accrued Franchise Tax	70,685	161,694
Income Taxes Payable	341,854
Due to Related Party		12,494
Total Current Liabilities	1,094,277	291,040
Deferred Income Taxes	260,225
Warrant liabilities	2,926,000	11,922,400
Deferred Underwriting Fee Payable	8,050,000	8,050,000
Total Liabilities	12,330,502	20,263,440
Class A Common Stock Subject to Possible Redemption, 23,000,000 Shares at a Redemption Value of $10.31 and $10.10 per share at December 31, 2022 and 2021, respectively.	237,124,704	232,300,000
Stockholders' Deficit:
Preference Shares $0.0001 Par Value; 1,000,000 Shares Authorized, No Shares Issued or Outstanding	0	0
Accumulated Deficit	(11,430,760)	(18,490,084)
Total Stockholders' Equity	(11,430,185)	(18,489,509)
Total Liabilities and Stockholders' Equity	238,025,021	234,073,931
Common Class A [Member]
Current liabilities
Class A Common Stock Subject to Possible Redemption, 23,000,000 Shares at a Redemption Value of $10.31 and $10.10 per share at December 31, 2022 and 2021, respectively.	237,124,704	232,300,000
Stockholders' Deficit:
Common stock	0	0
Common Class B [Member]
Stockholders' Deficit:
Common stock	$ 575	$ 575

Balance Sheet (Parenthetical)

Balance Sheet (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred shares par or stated value per share	$ 0.0001	$ 0.0001
Preferred shares authorised	1,000,000	1,000,000
Preferred shares issued	0	0
Preferred shares outstanding	0	0
Common Class A [Member]
Common shares par or stated value per share	$ 0.0001	$ 0.0001
Common shares authorised	100,000,000	100,000,000
Common shares issued	0	0
Common shares outstanding	0	0
Temporary Equity, Shares Outstanding	23,000,000	23,000,000
Temporary Equity, Par or Stated Value Per Share	$ 10.31	$ 10.1
Common Class B [Member]
Common shares par or stated value per share	$ 0.0001
Common shares authorised	10,000,000	10,000,000
Common shares issued	5,750,000	5,750,000
Common shares outstanding	5,750,000	5,750,000

Statement of Operations

Statement of Operations - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
EXPENSES
Operating and Formation Expenses	$ 434,274	$ 2,036,415
Loss from Operations	(434,274)	(2,036,415)
Other Income (Expense)
Interest and income earned on Cash and Trust Investments	2,620	1,986,954
Unrealized gain on investments held in Trust		1,239,168
Offering costs allocable to warrant liabilities	(1,061,386)
Change in fair value of warrant liabilities	(30,400)	8,996,400
Total Other Income (Expense)	(1,089,166)	12,222,522
Income (Loss) before provision for income taxes	(1,523,440)	10,186,107
Provision for income taxes	0	602,079
Net Income (Loss)	(1,523,440)	9,584,028
Common Class A [Member]
Other Income (Expense)
Net Income (Loss)	$ (609,376)	$ 7,667,222
Weighted Average Number of Shares Outstanding, Basic	3,833,333	23,000,000
Weighted Average Number of Shares Outstanding, Diluted	3,833,333	23,000,000
Basic Net Income (Loss) Per Share	$ (0.16)	$ 0.33
Diluted Net Income (Loss) Per Share	$ (0.16)	$ 0.33
Common Class B [Member]
Other Income (Expense)
Net Income (Loss)	$ (914,064)	$ 1,916,806
Weighted Average Number of Shares Outstanding, Basic	5,750,000	5,750,000
Weighted Average Number of Shares Outstanding, Diluted	5,750,000	5,750,000
Basic Net Income (Loss) Per Share	$ (0.16)	$ 0.33
Diluted Net Income (Loss) Per Share	$ (0.16)	$ 0.33
Class A Redeemable Common Stock [Member]
Other Income (Expense)
Weighted Average Number of Shares Outstanding, Basic	3,833,333	23,000,000
Weighted Average Number of Shares Outstanding, Diluted	3,833,333	23,000,000
Class B Non Redeemable Common Stock [Member]
Other Income (Expense)
Weighted Average Number of Shares Outstanding, Basic	5,750,000	5,750,000
Weighted Average Number of Shares Outstanding, Diluted	5,750,000	5,750,000

Statement of Changes in Shareho

Statement of Changes in Shareholders' Equity - USD ($)	Total	Common Class A [Member]	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Mar. 11, 2021	$ 0		$ 0	$ 0	$ 0	$ 0
Beginning Balance (in shares) at Mar. 11, 2021			0	0
Issuance of Class B Common Stock to Sponsor	25,000			$ 575	24,425
Issuance of Class B Common Stock to Sponsor (in shares)				5,750,000
Excess of fair value of Founder Shares Attributable to the Anchor Investors	11,675,823				11,675,823	0
Private Placement Proceeds Deposited in Trust Account	(2,300,000)				(2,300,000)	0
Cash proceeds received in excess of fair value of Private Placement Warrants	3,948,000				3,948,000	0
Accretion/Remeasurement of Common Stock Subject to Redemption	(30,314,892)	$ (30,314,892)			(13,348,248)	(16,966,644)
Net Income (Loss)	(1,523,440)					(1,523,440)
Ending Balance at Dec. 31, 2021	(18,489,509)		$ 0	$ 575	0	(18,490,084)
Ending Balance (in shares) at Dec. 31, 2021			0	5,750,000
Accretion/Remeasurement of Common Stock Subject to Redemption	(4,824,704)	$ (4,824,704)			(2,300,000)	(2,524,704)
Proceeds from extension of business combination deadline from Sponsor	2,300,000				2,300,000
Net Income (Loss)	9,584,028					9,584,028
Ending Balance at Dec. 31, 2022	$ (11,430,185)		$ 0	$ 575	$ 0	$ (11,430,760)
Ending Balance (in shares) at Dec. 31, 2022			0	5,750,000

Statement of Cash Flows

Statement of Cash Flows - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net Income (Loss)	$ (1,523,440)	$ 9,584,028
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Offering Costs allocable to warrant liabilities	1,061,386
Reinvested dividends on funds held in Trust Account	(2,620)	(1,986,491)
Unrealized Gain on Investments held in Trust Account		(1,239,168)
Deferred Income Taxes		260,225
Change in fair value of warrant liabilities	30,400	(8,996,400)
Changes in Operating Assets and Liabilities:
Prepaid Expenses	(767,033)	333,455
Accounts Payable	20,000	64,488
Accrued Expenses	60,500	536,750
Accrued Offering Costs	36,352	(36,352)
Accrued Franchise Tax	161,694	(91,009)
Income Taxes Payable		341,854
Due to Related Party	12,494	(12,494)
Net Cash Used In Operating Activities	(910,267)	(1,241,114)
Cash Flows from Investing Activities:
Transfer of Funds Held in Trust for Payment of Franchise Tax		291,009
Investment of cash in Trust Account	(232,300,000)	(2,300,000)
Net Cash Provided by (Used In) Financing Activities	(232,300,000)	(2,008,991)
Cash Flows from Financing Activities:
Proceeds from sale of Private Placement Warrants	9,400,000
Payment to Underwriters	(4,600,000)
Payment of Offering Costs	(610,455)
Proceeds from extension of business combination deadline from Sponsor		2,300,000
Net Cash Provided by Financing Activities	234,214,545	2,300,000
Net Increase in Cash	1,004,278	(950,105)
Cash - Beginning of Period		1,004,278
Cash - End of Period	1,004,278	54,173
Supplemental Disclosure of Noncash Investing and Financing Activities:
Initial Fair Value of Warrant Liabilities	11,892,000	0
Excess of Fair Value of Founder Shares Attributable to Anchor Investors	11,675,823	0
Deferred Underwriting fee payable	8,050,000	0
Remeasurement of Common Stock Subject to Redemption	0	4,824,704
Common Class A [Member]
Cash Flows from Operating Activities:
Net Income (Loss)	(609,376)	7,667,222
Cash Flows from Financing Activities:
Proceeds from sale of Common Stock	230,000,000
Common Class B [Member]
Cash Flows from Operating Activities:
Net Income (Loss)	(914,064)	$ 1,916,806
Cash Flows from Financing Activities:
Proceeds from sale of Common Stock	$ 25,000

Description of Organization, Bu

Description of Organization, Business Operations, and Liquidity	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations, and Liquidity	NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN Integrated Rail and Resources Acquisition Corp. (the “ Company Business Combination As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from March 12, 2021 (inception) through December 31, 2022 related to the Company’s formation, its initial public offering (“ IPO Initial Public Offering The registration statement for the Company’s IPO was declared effective on November 11, 2021. On November 16, 2021, the Company consummated its IPO of 23,000,000 units (the “ Units one-half one-half Simultaneously with the closing of the IPO, the Company consummated the sale of 9,400,000 warrants (the “ Private Placement Warrants Sponsor Transaction costs amounted to $24,917,410 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares (as defined in Note 5 below) attributable to the anchor investors (as described in Note 3), and $610,455 of other offering costs. The Company had 12 months from the closing of the IPO on November 16, 2021 to consummate an initial Business Combination (until November 16, 2022). However, if the Company anticipates it may not be able to consummate an initial Business Combination within such 12 month period, the insiders or their affiliates may, but were not obligated to, extend the period of time to consummate a Business Combination up to two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination) by depositing into the trust account maintained by American Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public in the IPO, $2,300,000, for each such three-month extension (resulting in a total deposit of $10.30 per public share sold in the event all two extensions are elected or an aggregate of $4,600,000, if the time to consummate a Business Combination is extended to a full 18 months). Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. In November 2022, the Sponsor deposited $ 2,300,000 March 692,204 If the Company is unable to complete a Business Combination, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with an initial business combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act. Following the closing of the IPO on November 16, 2021, management agreed that an amount equal to at least $10.10 per Unit sold (or $232,300,000) in the Initial Public Offering and the proceeds of the Private Placement Warrants, would be held in a trust account (“Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which was adopted by the Company upon the consummation of the Initial Public Offering, and was amended by certificate of amendment on February 9, 2023 (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) will agree to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a business combination. In addition, the Initial Stockholders will agree to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a business combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation will provide 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 of the Securities Exchange Act of , as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of % 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, executive officers, directors and director nominees will agree not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). The Initial Stockholders will agree to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters will agree to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 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 with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern At December 31, 2022, the Company had approximately $54,000 in cash and approximately $607,000 in working capital deficit. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and while the Company believes it has sufficient access to additional sources of capital, if necessary, there are no assurances that such additional capital will ultimately be available. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination and if the Company is unsuccessful in consummating an Initial Business Combination, it is required to liquidate and dissolve. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“ GAAP

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,900,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The calculations of basic and diluted income (loss) per common share for the period from March 12, 2021 (inception) through December 31, 2021 exclude shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (“over-allotment contingent shares”). As of December 31, 2022 and 2021 the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the Period From March 12. 2021 For the Year Ended (Inception) Through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 7,667,222 $ 1,916,806 $ (609,376 ) $ (914,064 ) Denominator: Basic and diluted weighted average common shares 23,000,000 5,750,000 3,833,333 5,750,000 Basic and diluted net income (loss) per common stock $ 0.33 $ 0.33 $ (0.16 ) $ (0.16 ) Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguished Liabilities from Equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The valuation of common stock subject to redemption includes the Company’s estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000 since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ deficit section of the Company’s balance sheet. At December 31, 2022 and December 31, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table: Gross Proceeds $ 232,300,000 Less: Proceeds allocated to Public Warrants (6,440,000 ) Common Stock issuance costs (23,874,892 ) Plus: Accretion of carrying value to redemption value 30,314,892 Class A Common stock subject to possible redemption, December 31, 2021 $ 232,300,000 Plus: Remeasurement of Class A common stock subject to possible redemption 4,824,704 Class A Common stock subject to possible redemption, December 31, 2022 $ 237,124,704 Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguished Liabilities from Equity ASC 480 Derivatives and Hedging ASC 815 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement ASC 820 The carrying amounts reflected in the balance sheet for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to short-term nature. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Stock-based Compensation The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (uncles subsequently modified) less the amount initially received for the purchase of the Founders Shares. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not no Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account As of December 31, 2022, the Company had $237,537,270 of treasury bills, mutual funds, and cash funds held in the Trust Account. As of December 31, 2021, the Company had $232,300,000 of funds held in a money market account. During the year ended December 31, 2022 the Company used $291,009 of interest earned in the Trust Account to pay taxes. 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.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Initial Public Offering	NOTE 3 – INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A common stock and one-half Twelve anchor investors, none of whom is affiliated with any member of our management team, purchased an aggregate of 20,000,000 of the units sold in the Initial Public Offering. Further, each such anchor investor purchased a pro-rata The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and will reduce the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares offered to the anchor investors at $11,675,823. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and were allocated to stockholders’ equity and expenses upon the completion of the Initial Public Offering. The fair value of the shares was estimated to be $7.71 based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk free rate on the acquisition date, a discount for a lack of marketability and other variables.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement [Abstract]
Private Placement	NOTE 4 – PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant ($9.4 million in the aggregate). Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Initial Public Offering to be held in the Trust Account such that at the time of closing $232,300,000 was to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares On March 12, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 5,750,000 shares of Class B common stock (the “ Founder Shares The Company determined the fair value of the share-based compensation related to the transfer of shares, to the independent director nominees, based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk-free rate on the acquisition date, a discount for a lack of marketability and other variables. The value of the share-based compensation was $667,250 based on grant date fair value estimates of $6.63 and $6.80 at April 5, 2021 and March 7, 2022, respectively. On November 15, 2022, the Company’s CEO Richard Bertel, CFO Christopher Bertel, Vice President Edmund Underwood, director Rollin Bredenberg, and director Troy Welch tendered their resignation from the Company. As a result of the resignations, the Sponsor assumed control of Class B common stock. The Company replaced the departed directors with Ronald Curt Copley, and Jason Reeves. On December 22, 2022, and December 24, 2022, the Sponsor transferred 25,000 founder shares to Ronald Curt Copley and Jason Reeves, respectively, as independent director nominees. The Company determined the fair value of the share-based compensation related to the transfer of shares, to the independent director nominees, based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk-free rate on the acquisition date, a discount for a lack of marketability and other variables. The value of the share-based compensation was $74,637 based on grant date fair value estimates of $1.49 at both December 22, 2022, and December 24, 2022. The Initial Stockholders have agreed not to transfer, assign, or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Related Party Loans On March 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for working capital purposes, legal expenses, consultants, advisors, initial public offering preparation, and other general corporate uses (the “ Note non-interest The Sponsor also agreed to loan the Company up to $1,500,000 to be used for working capital purposes through the earlier of December 31, 2021 or the closing of the Initial Public Offering. At March 25, 2022 the Sponsor has agreed to loan the Company up to $1,500,000 to be used for working capital purposes through April 1, 2023, as funds are necessary. Such loans would be non-interest Subsequent to the balance sheet date, the Company entered into a Loan agreement with a related party for up to $600,000. See Note 11. Administrative Services Agreement The Company entered into an agreement commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the liquidation, that provides that the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket

Commitments And Contingencies

Commitments And Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments And Contingencies	NOTE 6 – COMMITMENTS & CONTINGENCIES Registration and Stockholder Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company paid an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, with an additional fee of $0.35 per unit, or approximately $8.05 million in the aggregate, payable to the underwriters for deferred underwriting commissions in relation to the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The Company accounted for the 20,900,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. re-measurement re-measurement, Warrants If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Investment Banking Advisory Agreement The Company has entered into an investment banking advisory service agreement pursuant to which fees will be paid upon the closing of an Acquisition during the term of the agreement through 24 months after the termination of the agreement. Fees will be charged at the greater of $4,250,000 or up to .65% of the Acquisition Value if the acquisition exceeds $900 Million. The investment banking advisory fees are contingent on both the consummation and the specific terms of an Initial Business Combination, neither of which can be reasonably predicted at this time. Accordingly, no accrual has been made for these arrangements in the financial statements.

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2022
Warrant liabilities [Abstract]
Warrant Liabilities	NOTE 7 – WARRANT LIABILITIES The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of Warrants When the Price per of Class A Common Stock Equals or Exceeds $18.00: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • the last sales price of the common stock reported has been at least $18.00 per share on each of twenty trading days within the thirty trading-day The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on its stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. None of the private placement warrants will be redeemable by the Company so long as they are held by the sponsor, the affiliates of the sponsor, or its permitted transferees.

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax	NOTE 8 – INCOME TAX The income tax provision for the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021 consists of the following: Year Ended December 31, Period from March 12, 2021 (inception) through December 31, Federal Current $ 341,854 $ — Deferred 48,264 (90,648 ) State and Local Current — — Deferred — — Change in Valuation Allowance 211,961 90,648 Income Tax Provision $ 602,079 $ — The Company’s net deferred tax assets are as follows: Year Ended December 31, Period from March 12, 2021 (inception) through December 31, Deferred tax assets ( l Organizational/Start-up $ 302,609 $ 57,242 Unrealized Gains (260,225 ) — Business Combination Expenses — — Net Operating Loss carryforward — 33,406 Total Deferred Tax Assets 42,384 90,648 Valuation Allowance (302,609 ) (90,648 ) Deferred tax liabilities, net of allowance $ (260,225 ) $ — As of December 31, 202 1 carryovers available to offset taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in valuation allowance was $211,961. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, Period from March 12, 2021 (inception) through December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Business Combination Costs 1.38 % 0.00 % Permanent Difference - Warrant Issue Costs 0.00 % -14.63 % Permanent Difference - Change in FV of Warrant -18.55 % -0.42 % Valuation allowance 2.08 % -5.95 % Income tax provision 5.91 % 0.00 % The Company files tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing author

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2022
Shareholders Equity [Abstract]
Stockholders' Equity	NOTE 9 – STOCKHOLDERS’ EQUITY Class A Common stock Class B Common stock Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Except as described below, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock, which such shares of Class A common stock delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. Preference Shares

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 10 – FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust $ 237,537,270 $ 237,537,270 Liabilities Warrant Liability - Public Warrants $ 1,610,000 $ 1,610,000 $ — $ — Warrant Liability - Private Placement Warrants 1,316,000 — — 1,316,000 Warrant Liabilities $ 2,926,000 $ — $ — $ 1,316,000 December 31, 2021 Assets Investments held in Trust $ 232,302,620 $ 232,302,620 $ — $ — Liabilities Warrant Liability - Public Warrants $ 6,555,000 $ — $ — $ 6,555,000 Warrant Liability - Private Placement Warrants 5,367,400 — — 5,367,400 Warrant Liabilities $ 11,922,400 $ — $ — $ 11,922,400 At December 31, 2022 and 2021, the Company utilized an independent third party to value the Public and Private Warrants based upon a binomial options pricing model using Level 3 inputs. As of December 31, 2022 and 2021, the Company utilized quoted active market exchange trade pricing to value the Public Warrants (Level 1 inputs), and an independent third party to value the private warrants with a binomial options pricing model (Level 3 inputs). The changes in fair value are recognized in the unaudited statements of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the private warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The Company transferred public warrants from Level 3 to Level 1 during the year ended December 31, 2022, as they began actively trading on January 3, 2022. Investments Held in Trust At December 31, 2022 and 2021, the Company held $237,537,270 and $232,302,620, respectively, of Investments in Trust Account at fair value in a fund invested in United States Treasury instruments (the “Fund”). In April 2022, the Company redeemed the assets in the Fund and purchased $232,971,000 of Short Term Treasury Bill bonds that matured in August 2022 at a discounted cost basis of $232,275,978. In August 2022, the Company redeemed the assets in the Fund and purchased $233,983,000 of Short-Term Treasury Bill Bonds that matured in November 2022 at a discounted costs basis of $232,768,960. In November 2022, the Company redeemed the assets in the Fund and purchased $238,282,000 of Short-Term Treasury Bill Bonds that mature in February 2023 at a discounted cost basis of $236,285,079. In accordance with ASC 320 Investments – Debt and Equity Securities, the Company accounts for the investments as trading securities and measures the investments at fair value with unrealized holding gains and losses included in Other Income in the statement of operations. At December 31, 2022, the fair value of the Investments Held in Trust was $237,537,270 as recognized on the balance sheet (a Level 1 fair value). As of December 31, 2022 the Company recognized $1,239,168 of unrealized holding gains in the Statement of Operations. Warrant Liabilities The following table provides the significant inputs to the independent third-party’s pricing model for the fair value of the Private Placement Warrants: At December 31, At December 31, Share Price $ 10.30 $ 9.77 Exercise Price $ 11.50 $ 11.50 Years to Expiration 5.13 5.62 Volatility 3.40 % 10.00 % Risk-Free Rate 3.91 % 1.31 % Dividend Yield 0.00 % 0.00 % Fair Value of warrants $ 0.140 $ 0.571 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Warrant Fair Value at Jan u $ 5,367,400 Change in Fair Value (4,051,400 ) Fair Value at December 31, 2022 $ 1,316,000

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the financial statement were issued. As filed in a Form 8-K On February 8, 2023, the Company held a Special Meeting of Stockholders to vote on an “Extension Amendment Proposal”, “Trust Amendment Proposal”, and “Adjournment Proposal” to extend the deadline to complete an initial business combination to March 15, 2023 and allow the Company without a stockholder vote, to further extend the date to consummate a business combination on a monthly basis up to five (5) times by an additional one month, through August 15, 2023. The stockholders voted in favor on the proposals. As a result of the vot loan 692,204 loan

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Net Income (Loss) Per Common Share	Net Income (Loss) Per Common Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the two-class The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,900,000 shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The calculations of basic and diluted income (loss) per common share for the period from March 12, 2021 (inception) through December 31, 2021 exclude shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (“over-allotment contingent shares”). As of December 31, 2022 and 2021 the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the Period From March 12. 2021 For the Year Ended (Inception) Through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 7,667,222 $ 1,916,806 $ (609,376 ) $ (914,064 ) Denominator: Basic and diluted weighted average common shares 23,000,000 5,750,000 3,833,333 5,750,000 Basic and diluted net income (loss) per common stock $ 0.33 $ 0.33 $ (0.16 ) $ (0.16 )
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguished Liabilities from Equity. At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The valuation of common stock subject to redemption includes the Company’s estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000 since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ deficit section of the Company’s balance sheet. At December 31, 2022 and December 31, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table: Gross Proceeds $ 232,300,000 Less: Proceeds allocated to Public Warrants (6,440,000 ) Common Stock issuance costs (23,874,892 ) Plus: Accretion of carrying value to redemption value 30,314,892 Class A Common stock subject to possible redemption, December 31, 2021 $ 232,300,000 Plus: Remeasurement of Class A common stock subject to possible redemption 4,824,704 Class A Common stock subject to possible redemption, December 31, 2022 $ 237,124,704
Warrant Liabilities	Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguished Liabilities from Equity ASC 480 Derivatives and Hedging ASC 815 For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering.
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash
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 Topic 820, Fair Value Measurement ASC 820 The carrying amounts reflected in the balance sheet for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to short-term nature. Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value.
Stock-based Compensation	Stock-based Compensation The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (uncles subsequently modified) less the amount initially received for the purchase of the Founders Shares.
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not no
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021.
Investments Held in the Trust Account	Investments Held in Trust Account As of December 31, 2022, the Company had $237,537,270 of treasury bills, mutual funds, and cash funds held in the Trust Account. As of December 31, 2021, the Company had $232,300,000 of funds held in a money market account. During the year ended December 31, 2022 the Company used $291,009 of interest earned in the Trust Account to pay taxes.
Inflation Reduction Act of 2022	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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of Basic and Diluted Net Income (Loss) Per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the Period From March 12. 2021 For the Year Ended (Inception) Through December 31, 2022 December 31, 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss) $ 7,667,222 $ 1,916,806 $ (609,376 ) $ (914,064 ) Denominator: Basic and diluted weighted average common shares 23,000,000 5,750,000 3,833,333 5,750,000 Basic and diluted net income (loss) per common stock $ 0.33 $ 0.33 $ (0.16 ) $ (0.16 )
Schedule Of Class A Common Stock Subject to Possible Redemption	At December 31, 2022 and December 31, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table: Gross Proceeds $ 232,300,000 Less: Proceeds allocated to Public Warrants (6,440,000 ) Common Stock issuance costs (23,874,892 ) Plus: Accretion of carrying value to redemption value 30,314,892 Class A Common stock subject to possible redemption, December 31, 2021 $ 232,300,000 Plus: Remeasurement of Class A common stock subject to possible redemption 4,824,704 Class A Common stock subject to possible redemption, December 31, 2022 $ 237,124,704

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Summary of the Income Tax Provision	The income tax provision for the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021 consists of the following: Year Ended December 31, Period from March 12, 2021 (inception) through December 31, Federal Current $ 341,854 $ — Deferred 48,264 (90,648 ) State and Local Current — — Deferred — — Change in Valuation Allowance 211,961 90,648 Income Tax Provision $ 602,079 $ —
Summary of the Company's Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: Year Ended December 31, Period from March 12, 2021 (inception) through December 31, Deferred tax assets ( l Organizational/Start-up $ 302,609 $ 57,242 Unrealized Gains (260,225 ) — Business Combination Expenses — — Net Operating Loss carryforward — 33,406 Total Deferred Tax Assets 42,384 90,648 Valuation Allowance (302,609 ) (90,648 ) Deferred tax liabilities, net of allowance $ (260,225 ) $ —
Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, Period from March 12, 2021 (inception) through December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Business Combination Costs 1.38 % 0.00 % Permanent Difference - Warrant Issue Costs 0.00 % -14.63 % Permanent Difference - Change in FV of Warrant -18.55 % -0.42 % Valuation allowance 2.08 % -5.95 % Income tax provision 5.91 % 0.00 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]	The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust $ 237,537,270 $ 237,537,270 Liabilities Warrant Liability - Public Warrants $ 1,610,000 $ 1,610,000 $ — $ — Warrant Liability - Private Placement Warrants 1,316,000 — — 1,316,000 Warrant Liabilities $ 2,926,000 $ — $ — $ 1,316,000 December 31, 2021 Assets Investments held in Trust $ 232,302,620 $ 232,302,620 $ — $ — Liabilities Warrant Liability - Public Warrants $ 6,555,000 $ — $ — $ 6,555,000 Warrant Liability - Private Placement Warrants 5,367,400 — — 5,367,400 Warrant Liabilities $ 11,922,400 $ — $ — $ 11,922,400
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]	Warrant Liabilities The following table provides the significant inputs to the independent third-party’s pricing model for the fair value of the Private Placement Warrants: At December 31, At December 31, Share Price $ 10.30 $ 9.77 Exercise Price $ 11.50 $ 11.50 Years to Expiration 5.13 5.62 Volatility 3.40 % 10.00 % Risk-Free Rate 3.91 % 1.31 % Dividend Yield 0.00 % 0.00 % Fair Value of warrants $ 0.140 $ 0.571
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]	The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Warrant Fair Value at Jan u $ 5,367,400 Change in Fair Value (4,051,400 ) Fair Value at December 31, 2022 $ 1,316,000

Description of Organization, _2

Description of Organization, Business Operations, and Liquidity - Additional Information (Detail) - USD ($)			10 Months Ended	12 Months Ended
	Nov. 16, 2021	Nov. 11, 2021	Dec. 31, 2021	Dec. 31, 2022	Aug. 15, 2023	Mar. 31, 2023	Feb. 28, 2023	Nov. 30, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Date of incorporation				Mar. 12, 2021
Proceeds from initial public offer gross		$ 232,300,000
Total transaction costs associated with initial public offering		24,917,410
Deferred underwriting fees payable		8,050,000
Excess fair value of founder shares attributable to anchor investors		11,675,823
Other offering costs		$ 610,455
Term of restricted investments		185 days
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax				80%
Payment of cash underwriting discount		$ 4,600,000
Temporary equity redemption price per share				$ 10.1
Percentage of public shareholding to be redeemed in case of non occurrence of business combination				100%
Estimated amount of expenses payable on dissolution				$ 100,000
Per share amount to be maintained in the trust account for redemption				$ 10.1
Percentage of the public shares redeemable in case business combination is not consummated				100%
Cash			$ 1,004,278	$ 54,173
Threshold period from the closing of initial public offering to consummate an initial business combination				12 months
Extended Period to consummate a buiness combination for each time				3 months
Total period including extended from the closing of initial public offering to consummate an initial business combination				18 months
Per unit amount to be maintained in trust account				$ 0.1
Per share amount elected in the event of period extension				$ 10.3
Common shares par or stated value per share	$ 0.0001
Due to Related Parties, Current			12,494
Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Equity method investment ownership percentage				50%
Subsequent Event [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common shares par or stated value per share					$ 11.5
Post Business Combination Net Worth Requirement to Effect Business Combination [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Networth needed post business combination				$ 5,000,001
Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock issue price per share	11.5
Proceeds from initial public offer gross			$ 232,300,000
Warrant exercise price	$ 11.5
Common shares par or stated value per share			$ 0.0001	$ 0.0001
Sponsor [Member] | Three months to February 2023 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Due to Related Parties, Current								$ 2,300,000
Sponsor [Member] | Subsequent Event [Member] | One month to March 15, 2023 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Due to Related Parties, Current							$ 692,204
Sponsor [Member] | Subsequent Event [Member] | One month to April 15, 2023 [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Due to Related Parties, Current						$ 692,204
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during the period new issues shares	23,000,000
Sale of stock issue price per share	$ 10	$ 10.1
Proceeds from initial public offer gross	$ 230,000,000	$ 232,300,000
Excess fair value of founder shares attributable to anchor investors				$ 11,675,823
Other offering costs				610,455
Class of warrants or rights issue price per warrant	$ 10.1
Term of restricted investments	185 days
Cash				54,000
Working Capital				$ 607,000
Warrant exercise price	$ 11.5
IPO [Member] | Common Class A [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Percentage of the public shareholding eligible for transfer without restriction				15%
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during the period new issues shares	3,000,000
Over-Allotment Option [Member] | Overallotment Exercised In Full Two [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Threshold amount to be maintained in trust account if underwriters overallotment exercised in full				$ 2,300,000
Over-Allotment Option [Member] | Elected Period Of Extension Two [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Threshold amount to be maintained in elected time period of extension if underwriters overallotment exercised in full				$ 4,600,000
Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Shares issued during the period new issues shares	9,400,000
Class of warrants or rights number of warrants issued during the period	9,400,000
Class of warrants or rights issue price per warrant	$ 1
Proceeds from issue of warrants	$ 9,400,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Numerator:
Allocation of net income (loss)	$ (1,523,440)	$ 9,584,028
Common Class A [Member]
Numerator:
Allocation of net income (loss)	$ (609,376)	$ 7,667,222
Denominator:
Weighted Average Number of Shares Outstanding, Basic	3,833,333	23,000,000
Weighted Average Number of Shares Outstanding, Diluted	3,833,333	23,000,000
Basic Net Income (Loss) Per Share	$ (0.16)	$ 0.33
Diluted Net Income (Loss) Per Share	$ (0.16)	$ 0.33
Common Class B [Member]
Numerator:
Allocation of net income (loss)	$ (914,064)	$ 1,916,806
Denominator:
Weighted Average Number of Shares Outstanding, Basic	5,750,000	5,750,000
Weighted Average Number of Shares Outstanding, Diluted	5,750,000	5,750,000
Basic Net Income (Loss) Per Share	$ (0.16)	$ 0.33
Diluted Net Income (Loss) Per Share	$ (0.16)	$ 0.33

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule Of Class A Common Stock Subject to Possible Redemption (Detail) - USD ($)		10 Months Ended	12 Months Ended
	Nov. 11, 2021	Dec. 31, 2021	Dec. 31, 2022
Temporary Equity Disclosure [Abstract]
Gross Proceeds	$ 232,300,000
Remeasurement of Class A common stock subject to possible redemption		$ 30,314,892	$ 4,824,704
Class A Common stock subject to possible redemption		232,300,000	237,124,704
Common Class A [Member]
Temporary Equity Disclosure [Abstract]
Gross Proceeds		232,300,000
Proceeds allocated to Public Warrants		(6,440,000)
Common Stock issuance costs		(23,874,892)
Remeasurement of Class A common stock subject to possible redemption		30,314,892	4,824,704
Class A Common stock subject to possible redemption		$ 232,300,000	$ 237,124,704

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)		10 Months Ended	12 Months Ended
	Nov. 11, 2021	Dec. 31, 2021	Dec. 31, 2022	Aug. 16, 2022
Summary Of Significant Accounting Policies [Line Items]
Cash insured with federal insurance corporation			$ 250,000
Cash equivalents		$ 0	0
Adjustments To Additional Paid In Capital Excess Fair Value Of Founder Shares	$ 11,675,823
Other Offering Costs	$ 610,455
Offering Costs Allocable to Warrant Liabilities		1,061,386
Investments Held in Trust Account		232,302,620	237,537,270
Dissolution Expense			100,000
Investment Income, Interest			$ 291,009
Excise tax rate				1%
Money Market Funds, at Carrying Value		$ 232,300,000
Common Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Weighted Average Number Diluted Shares Outstanding Adjustment			20,900,000
IPO [Member]
Summary Of Significant Accounting Policies [Line Items]
Total transaction costs incurred in connection with initial public offering			$ 24,936,278
Underwriting discount			4,600,000
Deferred underwriting discount non current			8,050,000
Adjustments To Additional Paid In Capital Excess Fair Value Of Founder Shares			11,675,823
Other Offering Costs			610,455
Offering Costs Allocable to Warrant Liabilities			$ 1,061,386
Common Class A [Member]
Summary Of Significant Accounting Policies [Line Items]
Common shares subject to possible redemption		23,000,000	23,000,000
Common Class B [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of shares forfeited during the period.		1,515,160
Common Class B [Member] | Over-Allotment Option [Member]
Summary Of Significant Accounting Policies [Line Items]
Number of shares forfeited during the period.		750,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)	Nov. 16, 2021	Dec. 31, 2022	Nov. 11, 2021
Subsidiary, Sale of Stock [Line Items]
Estimated fair value of the shares		$ 7.71
Anchor Investment [Member]
Subsidiary, Sale of Stock [Line Items]
Excess Fair Value Over Consideration of the Offered Shares Offered To The Anchor Investors	$ 11,675,823
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock issue price per share	$ 11.5
Founder Shares [Member] | Anchor Investment [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued during the period new issues shares	1,515,160
Shares issued price per share	$ 0.004
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued during the period new issues shares	23,000,000
Sale of stock issue price per share	$ 10		$ 10.1
IPO [Member] | Anchor Investment [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued during the period new issues shares	20,000,000
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued during the period new issues shares	3,000,000

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)			10 Months Ended
	Nov. 16, 2021	Nov. 11, 2021	Dec. 31, 2021
Disclosure Of Private Placement [Line Items]
Proceeds from issuance of private placement			$ 9,400,000
Proceeds from initial public offer gross		$ 232,300,000
Common Class A [Member]
Disclosure Of Private Placement [Line Items]
Class of warrants or rights number of securities called by each warrant or right	1
Class of warrants or rights exercise price of warrants or rights	$ 11.5
Proceeds from initial public offer gross			$ 232,300,000
Private Placement [Member]
Disclosure Of Private Placement [Line Items]
Shares issued during the period new issues shares	9,400,000
Shares Issued, Price Per Share	$ 1
Proceeds from issuance of private placement	$ 9,400,000

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)

2 Months Ended

4 Months Ended

10 Months Ended

12 Months Ended

Feb. 08, 2023

Jan. 20, 2023

Dec. 24, 2022

Dec. 22, 2022

Mar. 07, 2022

Apr. 05, 2021

Mar. 12, 2021

May 04, 2022

Jun. 30, 2021

Dec. 31, 2021

Dec. 31, 2022

Mar. 25, 2022

Related Party Transaction [Line Items]

Stock issued during period value new issues

$ 25,000

Maximum borrowing capacity of related party promissory note

$ 300,000

Debt Instrument, Face Amount

$ 1,500,000

Share-based compensation arrangement by share-based payment award, options, grants in period, gross

74,637

74,637

667,250

Share-based compensation arrangement by share-based payment award options grants date fair value

$ 1.49

$ 1.49

$ 6.63

$ 6.8

Subsequent Event [Member]

Related Party Transaction [Line Items]

Stock Called the During Period, Shares

9,155,918

Proceeds from Related Party Debt

$ 600,000

Administrative Support Agreement [Member]

Related Party Transaction [Line Items]

Related Party Transaction, Selling, General and Administrative expenses from transactions with related party

10,000

$ 100,000

Due to related party

$ 10,000

Sponsor [Member]

Related Party Transaction [Line Items]

Stock issued during period value new issues

25,000

Waived period

2 months

Waiver of administrative fees

$ 20,000

Sponsor [Member] | Working Capital Loans [Member]

Related Party Transaction [Line Items]

Additional committed fund amount by related party for working capital deficiencies or finance transaction costs

$ 1,500,000

Common Class B [Member]

Related Party Transaction [Line Items]

Number of shares forfeited during the period.

1,515,160

Founder Shares [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Stock issued during period value new issues

$ 5,750,000

Issuance of ordinary shares to Sponsor

25,000

Threshold period for not to transfer assign or sale of shares or warrants after completion of initial business combination

1 year

Transfer assign or sell any shares or warrants after completion of initial business combination stock price trigger

$ 12

Transfer assign or sell any shares or warrants after completion of initial business combination threshold trading days

20 days

Threshold period after business combination in which specified trading days within any specified trading day period commences

150 days

Founder Shares [Member] | Sponsor [Member] | Nathan Asplund [Member]

Related Party Transaction [Line Items]

Stock issued during the period for services value

$ 25,000

Stock Called the During Period, Shares

25,000

Founder Shares [Member] | Sponsor [Member] | Maximum [Member]

Related Party Transaction [Line Items]

Transfer assign or sell any shares or warrants after completion of initial business combination threshold consecutive trading days

30 days

Founder Shares [Member] | Ronald Curt Copley [Member]

Related Party Transaction [Line Items]

Issuance of ordinary shares to Sponsor

25,000

Founder Shares [Member] | Jason Reeves [Member]

Related Party Transaction [Line Items]

Issuance of ordinary shares to Sponsor

25,000

Commitments And Contingencies -

Commitments And Contingencies - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Class of warrants or rights warrants issued during the period units | shares	20,900,000
Threshold Business Days After The Closing Of Business Combination Make Efforts To File With SEC For Effective Registration	20 days
Number Of Days From Which Warrants Become Exercisable After The Completion Of A Business Combination	30 days
Public Warrants [Member]
Class of warrants or rights warrants issued during the period units | shares	11,500,000
Private placement warrant [Member]
Class of warrants or rights warrants issued during the period units | shares	9,400,000
Underwriting Agreement [Member]
Underwriting Discount Per Unit | $ / shares	$ 0.2
Underwriting Discount Value	$ 4,600,000
Underwriting Commission Per Unit | $ / shares	$ 0.35
Underwriting Commission	$ 8,050,000
Investment Banking Advisory Agreement [Member]
Contingent fee expected to be charged, Amount	$ 4,250,000
Contingent fee expected to be charged, Percentage of the Acquisition Value	65%
Acquisition value	$ 900,000,000

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail) - $ / shares	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Nov. 16, 2021
Number of days after the consummation of business combination for warrants to be excercised	30 days
Number of trading days for determning the excercie price of warrants	10 days
Share Price Trigerring The Redemption Of Warrants One [Member]
Share Price		$ 18
Class of warrants or rights redemption price per unit		$ 0.01
Minimum notice period to be given to holders of warrants prior to redemption		30 days
Public Warrants [Member]
Class of warrants or rights exercise price of warrants or rights		$ 11.5
Public Warrants [Member] | Share Price Trigerring The Redemption Of Warrants One [Member]
Share Price		18
Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member]
Shares issued price per share		$ 9.2
Adjusted Percentage Of Exercise Price Of Warrants		115%
Share Price		$ 18
Adjusted percentage of redemption trigger price of shares	180%
Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | Minimum [Member]
Percentage of proceeds from equity issuance used or to be used for business combination	60%
Common Class A [Member]
Class of warrants or rights exercise price of warrants or rights			$ 11.5
Common Class A [Member] | Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member]
Number of trading days for determining the volume weighted average share price	20 days
Volume weighted average share price		9.20%

Income Tax - Additional Informa

Income Tax - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Change in valuation allowance	$ 211,961
Domestic Tax Authority [Member]
Income Tax Disclosure [Line Items]
Operating loss carryovers		$ 159,076

Income Tax - Summary of the Inc

Income Tax - Summary of the Income Tax Provision (Detail) - USD ($)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Federal
Current	$ 0	$ 341,854
Deferred	(90,648)	48,264
State and Local
Current	0	0
Deferred	0	0
Change in valuation allowance	90,648	211,961
Income Tax Provision	$ 0	$ 602,079

Income Tax - Summary of the Com

Income Tax - Summary of the Company's Net Deferred Tax Assets (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets (liabilities)
Organizational/Start-up Costs	$ 302,609	$ 57,242
Unrealized Gains	(260,225)
Business Combination Expenses
Net Operating Loss carryforward		33,406
Total Deferred Tax Assets	42,384	90,648
Valuation Allowance	(302,609)	(90,648)
Deferred tax liabilities, net of allowance	$ (260,225)

Income Tax - Summary of a Recon

Income Tax - Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail)	10 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Schedule of Effective Income Tax Rate Reconciliation [Abstract]
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	0%	0%
Business Combination Costs	0%	1.38%
Permanent Difference - Warrant Issue Costs	(14.63%)	0%
Permanent Difference - Change in FV of Warrant	(0.42%)	(18.55%)
Valuation allowance	(5.95%)	2.08%
Income tax provision	0%	5.91%

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - $ / shares	Dec. 31, 2022	Dec. 31, 2021	Nov. 16, 2021
Common shares par or stated value per share			$ 0.0001
Preferred shares authorised	1,000,000	1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Outstanding	0	0
Common Class A [Member]
Common shares authorised	100,000,000	100,000,000
Common shares par or stated value per share	$ 0.0001	$ 0.0001
Common shares issued	0	0
Common shares outstanding	0	0
Percent of convertible share to outstanding shares	20%
Common shares subject to possible redemption	23,000,000	23,000,000
Common Class A [Member] | Subject To Possible Redemption [Member]
Common shares subject to possible redemption	23,000,000	23,000,000
Common Class B [Member]
Common shares authorised	10,000,000	10,000,000
Common shares par or stated value per share	$ 0.0001
Common shares issued	5,750,000	5,750,000
Common shares outstanding	5,750,000	5,750,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Information About the Company's Financial Assets and Liabilities that are Measured at Fair Value on A Recurring Basis (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust	$ 237,537,270	$ 232,302,620
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust	237,537,270	232,302,620
Fair Value, Recurring [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	2,926,000	11,922,400
Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	1,610,000	6,555,000
Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	1,316,000	5,367,400
Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust	237,537,270	232,302,620
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	0
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	1,610,000	0
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	0
Level 2 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust		0
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	0
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	0
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	0
Level 3 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments held in Trust		0
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	1,316,000	11,922,400
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	0	6,555,000
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial Liabilities Fair Value Disclosure	$ 1,316,000	$ 5,367,400

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of the Following Table Provides the Significant Inputs to the Independent Third-Party's Pricing Model for the Fair Value of the Private Placement Warrants (Detail) - Warrant [Member] - Private Placement Warrants [Member]	Dec. 31, 2022 $ / shares yr	Dec. 31, 2021 $ / shares yr
Share Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.3	9.77
Exercise Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.5	11.5
Years to Expiration
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input | yr	5.13	5.62
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.4	10
Risk-Free Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.91	1.31
Dividend Yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0
Fair Value of warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.14	0.571

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of the Following Table Provides A Summary of the Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value on A Recurring Basis (Detail)	12 Months Ended
	Dec. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Unrealized Gain (Loss) on Investments
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value at Janaury 1, 2022	$ 5,367,400
Change in Fair Value	(4,051,400)
Fair Value at December 31, 2022	$ 1,316,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	1 Months Ended
	Nov. 30, 2022	Aug. 31, 2022	Apr. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Amortized cost of the Investments Held in Trust				$ 237,537,270
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in Trust Account at fair value				1,239,168
United States Treasury Instrument [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments in Trust Account at fair value				237,537,270	$ 232,302,620
Short Term Treasury Bill Bond [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short Term Treasury Bill bond purchased	$ 238,282,000	$ 233,983,000	$ 232,971,000
Maturity date	February 2023	November 2022	August 2022
Discounted cost basis	$ 236,285,079	$ 232,768,960		$ 232,275,978

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail)	Aug. 15, 2023 USD ($) $ / shares	Feb. 08, 2023 USD ($) shares	Jan. 20, 2023 USD ($)	Mar. 31, 2023 USD ($)	Feb. 28, 2023 USD ($)	Dec. 31, 2022 $ / shares	Dec. 31, 2021 USD ($) $ / shares	Nov. 16, 2021 $ / shares
Subsequent Event [Line Items]
Common stock par value or stated value per share | $ / shares								$ 0.0001
Due to Related Party							$ 12,494
Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from Related Party Debt			$ 600,000
Debt Instrument, Convertible, Number of Equity Instruments	600,000
Common stock par value or stated value per share | $ / shares	$ 11.5
Stock Redeemed or Called During Period, Shares | shares		9,155,918
Assets Held-in-trust		$ 94,489,074
Share available for possible redemption | shares		13,844,082
Subsequent Event [Member] | Promissory Note [Member]
Subsequent Event [Line Items]
Due to Related Parties	$ 400,000
Subsequent Event [Member] | Sponsor [Member] | One month to March 15, 2023 [Member]
Subsequent Event [Line Items]
Due to Related Party					$ 692,204
Subsequent Event [Member] | Sponsor [Member] | One month to April 15, 2023 [Member]
Subsequent Event [Line Items]
Due to Related Party				$ 692,204
Common Class A [Member]
Subsequent Event [Line Items]
Common stock par value or stated value per share | $ / shares						$ 0.0001	$ 0.0001
Common Class A [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt Instrument, Convertible, Conversion Price | $ / shares	$ 1