Calidi Biotherapeutics (CLDI) S-4/A 1 Aug 23 Registration of securities issued in business combination transactions (amended) Financial data

Cover Page

Cover Page	3 Months Ended
	Mar. 31, 2023
Document Information [Line Items]
Document Type	S-4/A
Amendment Flag	true
Entity Registrant Name	FIRST LIGHT ACQUISITION GROUP, INC.
Entity Central Index Key	0001855485
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2967193
Entity Address, Address Line One	11110 Sunset Hills Road #2278
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	202
Local Phone Number	503-9255
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Description	Amendment No. 5 to Form S-4
Entity Primary SIC Number	6770
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	11110 Sunset Hills Road #2278
Entity Address, City or Town	Reston
Entity Address, Postal Zip Code	20190
City Area Code	202
Local Phone Number	503-9255
Contact Personnel Name	Thomas Vecchiolla

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 82,828	$ 93,892	$ 1,062,653
Due from related party	870	870
Accounts receivable		870	0
Prepaid expenses	185,166	306,909	420,908
Total Current Assets	268,864	401,671	1,483,561
Non-current assets:
Marketable securities held in trust account	42,906,943	42,453,107	230,004,784
Prepaid expenses - noncurrent		0	280,944
Total Non-current Assets	42,906,943	42,453,107	230,285,728
TOTAL ASSETS	43,175,807	42,854,778	231,769,289
Current liabilities:
Accrued expenses	4,802,626	3,219,620	347,146
Accounts payable	142,009	51,074	63,839
Accrued interest payable	73,158	7,719	0
Promissory notes – related parties, net of debt discount	1,463,477	1,224,635	0
Contingent interest liability	134,269	32,865	0
Total Current Liabilities	6,615,539	4,535,913	410,985
Non-current liabilities:
Warrant liability	656,500	745,000	7,469,150
Forward purchase unit liability	880,677	326,234	521,184
Deferred underwriting fee payable		0	8,050,000
Total Non-current Liabilities	1,537,177	1,071,234	16,040,334
TOTAL LIABILITIES	8,152,716	5,607,147	16,451,319
Commitments and Contingencies
Class A common stock subject to possible redemption	42,906,943	42,453,107	230,004,784
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0	0
Additional paid-in capital	0	0	0
Accumulated deficit	(7,884,427)	(5,206,051)	(14,687,389)
Total Stockholders' Deficit	(7,883,852)	(5,205,476)	(14,686,814)
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	43,175,807	42,854,778	231,769,289
Class A common stock [Member]
Stockholders' Deficit
Common Stock, Value, Issued	0	0	0
Class B common stock [Member]
Stockholders' Deficit
Common Stock, Value, Issued	$ 575	$ 575	$ 575

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Sep. 19, 2022	Dec. 31, 2021
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001		$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000		1,000,000
Preferred Stock, Shares Issued	0	0		0
Preferred Stock, Shares Outstanding	0	0		0
Common Stock, Shares, Issued		4,128,024		23,000,000
Common Stock, Shares, Outstanding		4,128,024		23,000,000
Common Class A [Member]
Temporary Equity, Shares Issued	23,000,000	23,000,000		23,000,000
Temporary Equity, Shares Outstanding	4,128,024	4,128,024	4,128,024	23,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001		$ 0.0001
Common Stock, Shares Authorized	300,000,000	300,000,000		300,000,000
Common Stock, Shares, Issued	0	0		0
Common Stock, Shares, Outstanding	0	0		0
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001		$ 0.0001
Common Stock, Shares Authorized	30,000,000	30,000,000		30,000,000
Common Stock, Shares, Issued	5,750,000	5,750,000		5,750,000
Common Stock, Shares, Outstanding	5,750,000	5,750,000		5,750,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Operating costs	$ 2,029,212	$ 528,858	$ 1,781,700	$ 4,669,524
Loss from operations	(2,029,212)	(528,858)	(1,781,700)	(4,669,524)
Other income (expense):
Unrealized gain on marketable securities held in Trust Account	27,986	2,266	3,115	0
Earnings on marketable securities held in Trust Account	425,850	16,505	1,669	1,627,601
Change in fair value of warrant liability	88,500	2,094,300	5,653,850	6,724,150
Change in fair value of forward purchase unit liability	(554,443)	(122,020)	(490,184)	194,950
Change in fair value of contingent interest liability	(101,404)	0
Debt discount amortization	(16,342)	0
Other (loss) income	(129,853)	1,991,051	5,168,450	8,546,701
(Loss) income before provision for income taxes	(2,159,065)	1,462,193	3,386,750	3,877,177
Provision for income taxes	(65,475)	0	0	(346,987)
Net (loss) income	$ (2,224,540)	$ 1,462,193	$ 3,386,750	$ 3,530,190
Class A Redeemable Common Stock [Member]
Other income (expense):
Weighted average shares outstanding of redeemable, Basic	4,128,024	23,000,000	8,890,071	17,674,483
Weighted average shares outstanding of redeemable, Diluted	4,128,024	23,000,000	8,890,071	17,674,483
Basic and diluted net (loss) income per share, redeemable, Basic		$ 0.05	$ 1.03	$ 0.18
Basic and diluted net (loss) income per share, non-redeemable, Diluted	$ 0.16	$ 0.05	$ 1.03	$ 0.18
Non Redeemable Class B Common Stock [Member]
Other income (expense):
Weighted average shares outstanding of redeemable, Basic	5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding of redeemable, Diluted	5,750,000	5,750,000	5,750,000	5,750,000
Basic and diluted net (loss) income per share, redeemable, Basic		$ 0.05	$ (1)	$ 0.05
Basic and diluted net (loss) income per share, non-redeemable, Diluted	$ 0.27	$ 0.05	$ (1)	$ 0.05

Condensed Statements of Changes

Condensed Statements of Changes in Class A Common Stock Subject to Possible Redemption and Shareholders' Deficit - USD ($)	Total	Private Placement Warrants [Member]	Sponsor [Member]	Metric [Member]	Class A common stock [Member]	Common Stock Subject To Possible Redemption [Member] Class A common stock [Member]	Common stock [Member] Class B common stock [Member]	Common stock [Member] Class B common stock [Member] Sponsor [Member]	Common stock [Member] Class B common stock [Member] Metric [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Private Placement Warrants [Member]	Additional Paid-in Capital [Member] Sponsor [Member]	Additional Paid-in Capital [Member] Metric [Member]	Accumulated Deficit [Member]
Beginning balance at Mar. 23, 2021	$ 0					$ 0	$ 0			$ 0				$ 0
Beginning balance, shares at Mar. 23, 2021						0	0
Issuance of Class B common stock			$ 20,025	$ 4,975				$ 461	$ 114			$ 19,564	$ 4,861
Issuance of Class B common stock , shares								4,605,750	1,144,250
Issuance of Class A common stock						$ 198,363,610
Issuance of Class A common stock , shares						23,000,000
Deemed capital contribution from sale of private placement warrants		$ 2,081,733									$ 2,081,733
Forward purchase units liability	(31,000)									(31,000)
Excess fair value of anchor investor shares over purchase price	11,491,877									11,491,877
Accretion of Class A common stock to redemption value	(31,636,390)				$ (31,641,174)	$ 31,636,390				(13,567,035)				(18,069,355)
Remeasurement of Class A common stock to redemption value	(4,784)					$ 4,784								(4,784)
Net income (loss)	3,386,750													3,386,750
Ending balance, shares at Dec. 31, 2021						23,000,000	5,750,000
Ending balance at Dec. 31, 2021	(14,686,814)					$ 230,004,784	$ 575			0				(14,687,389)
Remeasurement of Class A common stock to redemption value	(18,771)					$ 18,771								(18,771)
Net income (loss)	1,462,193													1,462,193
Ending balance, shares at Mar. 31, 2022						23,000,000	5,750,000
Ending balance at Mar. 31, 2022	(13,243,392)					$ 230,023,555	$ 575			0				(13,243,967)
Beginning balance at Dec. 31, 2021	(14,686,814)					$ 230,004,784	$ 575			0				(14,687,389)
Beginning balance, shares at Dec. 31, 2021						23,000,000	5,750,000
Accretion of Class A common stock to redemption value					(2,458,852)
Remeasurement of Class A common stock to redemption value	(2,458,852)					$ 2,458,852				(360,000)				(2,098,852)
Sponsor share repurchase financing	360,000									360,000
Redemption of Class A common stock Shares						(18,871,976)
Redemption of Class A common stock Value						$ (190,010,529)
Waiver of deferred underwriter fee payable	8,050,000													8,050,000
Net income (loss)	3,530,190													3,530,190
Ending balance, shares at Dec. 31, 2022						4,128,024	5,750,000
Ending balance at Dec. 31, 2022	(5,205,476)					$ 42,453,107	$ 575			0				(5,206,051)
Accretion of Class A common stock to redemption value					$ (453,836)
Remeasurement of Class A common stock to redemption value	(453,836)					$ 453,836								(453,836)
Net income (loss)	(2,224,540)													(2,224,540)
Ending balance, shares at Mar. 31, 2023						4,128,024	5,750,000
Ending balance at Mar. 31, 2023	$ (7,883,852)					$ 42,906,943	$ 575			$ 0				$ (7,884,427)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Cash Flows from Operating Activities:
Net (loss) income	$ (2,224,540)	$ 1,462,193	$ 3,386,750	$ 3,530,190
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(16,505)	(1,669)
Unrealized gain on marketable securities held in Trust Account	(27,986)	(2,266)	(3,115)	(134,540)
Change in fair value of warrant liability	(88,500)	(2,094,300)	(5,653,850)	(6,724,150)
Change in fair value of forward purchase unit liability	554,443	122,020	490,184	(194,950)
Sponsor share repurchase financing expense				360,000
Allocation of deferred offering cost for warrant liability			989,674
Changes in operating assets and liabilities:
Accounts receivable				(870)
Prepaid expenses	121,743	87,879	(701,852)	394,943
Accrued expenses	1,583,006	(22,321)	347,146	2,872,474
Accrued interest payable	65,439			7,719
Accounts payable	90,935	(1,831)	63,839	(12,765)
Change in fair value of contingent interest liability	101,404	0
Amortization of debt discount	16,342	0
Net cash (used in) provided by operating activities	192,286	(465,131)	(1,082,893)	98,051
Cash Flows from Investing Activities:
Purchase of marketable securities in Trust Account	(425,850)	0	(230,000,000)	(2,324,312)
Proceeds from sale of investments				190,010,529
Net cash (used in) provided by investing activities	(425,850)	0	(230,000,000)	187,686,217
Cash Flows from Financing Activities:
Proceeds from issuance of Class A common stock			230,000,000
Payments for underwriting fee			(2,335,058)
Proceeds from sale of Class B common stock to Sponsor and Metric			25,000
Proceeds from the sale of Private Placement Warrants			5,095,733
Proceeds from promissory note – related party	222,500		188,804	1,257,500
Repayment of promissory note – related party			(188,804)
Payment of Class A common stock redemptions				(190,010,529)
Payment of deferred offering costs			(640,129)
Net cash provided by (used in) financing activities	222,500	0	232,145,546	(188,753,029)
Net Change in Cash	(11,064)	(465,131)	1,062,653	(968,761)
Cash – Beginning	93,892	1,062,653	0	1,062,653
Cash – Ending	82,828	597,522	1,062,653	93,892
Non-Cash Investing and Financing Activities:
Initial measurement of Class A common stock subject to possible redemption			198,363,610
Remeasurement Class A common stock subject to possible redemption	$ 453,836	$ 18,711	31,641,174	2,458,852
Initial fair value of public warrant liability			10,109,000
Initial fair value of private warrant liability			3,014,000
Initial fair value of forward purchase units liability			31,000
Initial measurement of contingent interest liability			0	32,865
Initial measurement of debt discount			0	32,865
Deferred underwriting fee payable			$ 8,050,000	$ (8,050,000)

Organization and Plans of Busin

Organization and Plans of Business Operations	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Plans of Business Operations	NOTE 1. ORGANIZATION AND PLANS OF BUSINESS OPERATIONS First Light Acquisition Group, Inc. (the “ Company March As of March 31, 2023, the Company had not commenced any operations. All activity through March 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on September 9, 2021 (the “Effective Date”). On September 14, 2021, the Company consummated the IPO Following the closing of the IPO on September 14, 2021, $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (“Trust Account”), located in the United States, which is and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 On September 13, 2022, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination transaction from September 14, 2022 (the date which was 12 months from the closing date of the IPO) to December 14, 2022, following which the board of directors of the Company had the ability to extend for three additional times for three months each time, for a total of nine additional months (the “completion window”) if the Sponsor pays an amount equal to 1% of the amount then on deposit in the Trust Account for each three-month extension; provided, that if as of the time of an extension the Company has filed a Form S-4 or F-4 registration statement under the Securities Act or a proxy, information or tender offer statement with the Securities and Exchange Commission in connection with such initial business combination, then no Extension Fee would be required in connection with such extension; provided further, that for each three-month extension (if any) following such extension where no deposit into the Trust Account or other payment has been made, the Sponsor or its affiliates or designees would be required to deposit into the Trust Account an amount equal to . In connection with the Charter Amendment Proposal, stockholders elected to redeem 18,871,976 shares of the Class A common stock. Following such redemptions, shares of Class A common stock remained issued and outstanding. On December 6, 2022, Guggenheim Securities, the IPO Underwriter, notified FLAG that it had determined to waive its entitlement to the payment of $ of deferred compensation in connection with its role as underwriter in Initial Public Offering that would otherwise become due upon the consummation of the Business Combination. On December 14, 2022, the Board approved an extension of the completion window from December 14, 2022 to March 14, 2023 (the “Extension”). In connection with the Extension, the Trust Account was funded by the Sponsor a payment of $ On March 14, 2023, an automatic extension of the completion window from March 14, 2023 to June 14, 2023 occurred pursuant to the Company’s amended and restated certificate of incorporation. Risks and Uncertainties M anagement continues to evaluate the impact of the Russia-Ukraine war and rising interest rates and increased in flation and their macro-economic impact on the industry and has concluded that while it is reasonably possible that such events could have negative effects on the Company’s financial position, results of its operations, and/or search for a target company, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Proposed Business Combination On January 9, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among FLAG, FLAG Merger Sub, Inc., a Nevada corporation and a direct, wholly owned subsidiary of FLAG (“Merger Sub”), Calidi Biotherapeutics, Inc., a Nevada corporation (“Calidi”), the Sponsor, in the capacity as the representative of the stockholders of FLAG and Allan Camaisa, in the capacity as the representative of the stockholders to Calidi. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction (the “Business Combination”) pursuant to which Merger Sub will merge with and into Calidi, with Calidi being the surviving corporation in the merger (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). We refer to the new public entity following consummation of the Merger as “New Calidi.” The proposed Business Combination is expected to be consummated after the required approval by the stockholders of FLAG and Calidi and the satisfaction of certain other conditions summarized below: At the effective time of the Merger (the “Effective Time”), all shares of Calidi common stock outstanding immediately prior to the Effective Time, with certain exceptions, will be converted into (i) the right to receive shares of Class A common stock, par value $0.0001 per share , The aggregate consideration to be paid to the securityholders of Calidi (the “Merger Consideration”) (excluding for this purpose options of Calidi that remain unvested immediately following the Merger) will be based on an equity value of Calidi of $250,000,000, subject to adjustment dependent upon (i) the difference in Calidi’s “net debt” as of the Effective Time from a target “net debt” amount (the “Net Debt Adjustment”) and (ii) the achievement of certain pre-closing Common Stock”). If, during the period between the execution of the Merger Agreement and the closing of the Transactions (the “Interim Period”), Calidi enters into a revenue-generating definitive collaboration or out-license “Pre-Closing up-front Pre-Closing Following the closing of the Transactions (the “Closing”), as additional consideration for the Merger, FLAG will issue shares of New Calidi Common Stock (“Escalation Shares”) to each holder of Calidi common stock immediately prior to the Effective Time (a “Calidi Stockholder”) in accordance with the following terms: If at any time during the five • greater than or equal to $12.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4,500,000 shares of New Calidi Common Stock; • greater than or equal to $14.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4,500,000 shares of New Calidi Common Stock; • greater than or equal to $16.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4,500,000 shares of New Calidi Common Stock; and • greater than or equal to $18.00, each former Calidi Stockholder will be entitled to receive its pro rata share of 4,500,000 shares of New Calidi Common Stock. If, during the Escalation Period, there is a change of control pursuant to which FLAG or its stockholders have the right to receive consideration implying a value per share that is equal to or in excess of the above price targets, there will be an acceleration of the Escalation Period at the applicable target price. To incentivize FLAG public stockholders not to redeem their shares, up to 2 million shares of New Calidi Common Stock will be made available to non-redeeming “Non-Redeeming The Escalation Shares will be placed in escrow and will be outstanding from and after the Closing, subject to cancellation if the applicable price targets are not achieved. While in escrow, the shares will be non-voting. In connection with the execution of the Merger Agreement, FLAG entered into Voting and Lock-Up Agreements (the “Voting and Lock-Up Agreement”) with certain holders of Calidi common stock (each, a “Significant Company Holder”). Pursuant to each Voting and Lock-Up Agreement, each Significant Company Holder agreed to, among other things, (a) execute and deliver an irrevocable written consent approving (i) the Merger Agreement, Transaction Agreements and the Transactions (including the Merger) and (ii) any other matters necessary or appropriate in order to effect the Merger and the other transactions contemplated by the Merger Agreement within 15 business days following the time the Registration Statement is declared effective and (b) be bound by certain transfer restrictions with respect to the New Calidi Common Stock received by them in the Merger following the closing of the Transactions. In connection with the execution of the Merger Agreement, FLAG, Calidi, the Sponsor, Metric and the directors and officers of FLAG entered into the Sponsor Agreement (“Sponsor Agreement”), pursuant to which, among other things, the Sponsor, Metric and the directors and officers of FLAG agreed, among other things, (a) to vote any shares of common stock held by such party in favor of the Business Combination proposal and other proposals to be presented to FLAG stockholders at the FLAG special meeting, (b) not to redeem any shares of Class A common stock or Class B common stock in connection with the redemption, (c) to be bound by certain lock-up In connection with the Transactions, FLAG, Calidi, the Sponsor, Metric, the Significant Company Holders and certain other parties thereto agreed to enter into the Registration Rights Agreement (“Registration Rights Agreement”) upon the consummation of the Transactions, pursuant to which, holders and their permitted transferees will have the right to require FLAG immediately following the Merger Agreement, at New Calidi’s expense, to (a) file a registration statement in respect of the resale of the FLAG Class A Common Stock that they hold within 30 business days following the closing date of the Transactions and on customary terms for a transaction of this type, and (b) customary registration rights, including demand, piggy-back and shelf registration rights. Going Concern As of March 31, 2023 and December 31, 2022, the Company had $82,828 and $93,892 operating cash, respectively, and a working capital deficit of $6,346,675 and $ The Company’s liquidity needs up to March 31, 2023 have been satisfied through a payment from the Sponsor and Metric of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “Founder Shares”) (see Note 5), the Initial Public Offering and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs and entered into promissory note agreements to fund the extension of the Combination Period and working capital needs. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 5 below). The Company cannot assure that its plans to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS First Light Acquisition Group, Inc. (the “Company”) is a blank check company formed in Delaware on March 24, 2021. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 24, 2021 (inception) through December 31, 2022 relates to the Company’s formation and its initial public offering (“Initial Public Offering” or “IPO”), which is described below, and identifying a target for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on September 9, 2021 (the “Effective Date”). On September 14, 2021, the Company consummated the IPO of 23,000,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 , which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 3,397,155 Private Placement Warrants (the “Private Warrants”) at a price of $ 1.50 per Private Warrant in a private placement to certain funds and accounts managed by First Light Acquisition Group, LLC (the “Sponsor”) and Metric Finance Holdings I, LLC (“Metric”) generating proceeds of $ 5,095,733 from the sale of the Private Placement Warrants. Following the closing of the IPO on September 14, 2021, $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 Rule 2a-7 of shares of the Company’s Class A common stock, par value $ per share (“common stock”). After giving effect to such redemptions, there was $ remaining in the trust account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Going Concern As of December 31, 2022, the Company had $ 93,892 in operating cash and a working capital deficit of $ 4,134,242 . The Company’s liquidity needs up to December 31, 2022 had been satisfied through a payment from the Sponsor and Metric of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “founder shares”) (see Note 5), the Initial Public Offering, and the issuance of the Private Placement Warrants. Additionally, the Company drew on an unsecured promissory note to pay certain offering costs and entered into promissory note agreements to fund the extension of the Combination Period. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 5 below). The Company cannot assure that its plans to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the COVID-19 These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Summary Of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X F-9 SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “ em growth nies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging nting Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $82,828 and $93,892 of operating cash and no cash equivalents as of March 31, 2023 and December 31, 2022, respectively. Cash Held in Trust Account Following the closing of the Initial Public Offering on September 14, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 , pre-initial upon the Class The Company had $ 42,906,943 and $ 42,453,107 of cash held in the trust account as of March 31, 2023 and December 31, 2022, respectively. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 paid-in 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 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On September 19, 2022, certain investors redeemed 18,871,976 shares of Class A common stock for $190,010,529, resulting in a reduction to shares of Class A common stock outstanding to 4,128,024. Accordingly, at March 31, 2023, and December 31, 2022, 4,128,024 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized . ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable common stock and income (loss) per non-redeemable two-class non-redeemable stockholders. The following table reflects the calculation of basic and diluted net loss per common share for the three months ended March 31, 2023: Three Months Ended Net loss $ (2,224,540 ) Accretion of temporary equity to redemption value (453,836 ) Net loss including accretion of temporary equity to redemption value $ (2,678,375 ) Three Months Ended Class A Class B Allocation of net loss including accretion of temporary equity $ (1,119,293 ) $ (1,559,083 ) Plus: Accretion applicable to Class A redeemable shares 453,836 — Total loss by Class $ (665,457 ) $ (1,559,083 ) Weighted average number of shares 4,128,024 5,750,000 Loss per share $ (0.16 ) $ (0.27 ) The following table reflects the calculation of basic and diluted net income per common share for the three months ended March 31, 2022 (in dollars, except per share amounts): Three Months Ended Net income $ 1,462,193 Accretion of temporary equity to redemption value (18,771 ) Net income including accretion of temporary equity to redemption $ 1,443,422 Three Months Ended Class A Class B Allocation of net income including accretion of temporary equity $ 1,154,738 $ 288,684 Plus: Accretion applicable to Class A redeemable shares 18,771 — Total income by Class $ 1,173,509 $ 288,684 Weighted average number of shares 23,000,000 5,750,000 Income per share $ 0.05 $ 0.05 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financia ount Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net in the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants was reclassified to additional paid-in Contingent Interest Liability The Company accounts for interest on promissory notes that are payable upon a successful business combination in accordance with ASC Topic 470, “Debt” and ASC 815. The contingent interest meets the criteria of an embedded derivative which requires bifurcation and separate accounting at fair value with changes in the fair value at subsequent reporting dates recorded to the statement of operations. The contingent interest liability is also treated as an issuance cost of the promissory notes and is recorded against a debt discount. See Note 5. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.	NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $93,892 and $ no cash equivalents as of December 31, 2022 and 2021, respectively. Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on September 14, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 months from the closing of the Initial Public Offering (or up to 24 months if we were to exercise the three three-month extensions available pursuant to the amended and restated certificate of incorporation, of which one extension remains unexercised, provided that the Sponsor pays an amount equal to 1% of the amount then on deposit in the Trust Account for each three-month extension, (the “Extension Fee”) which amount shall be deposited tin the Trust Account, and further provided that if the Company enters into a merger, acquisition or other business combination agreement in connection with the initial Business Combination, the subsequent two three-month extensions will occur automatically without requiring the Sponsor to pay the Extension Fee) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial of of marketable securities held in the trust account as of December 31, 2022 and 2021, respectively. Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on September 14, 2021, offering costs totaling costs, and $ included in operating costs as an allocation for the Public Warrants, and included as a reduction to 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 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On September 19, 2022, certain investors redeemed 18,871,976 shares of Class A common stock for $190,010,529, resulting in a reduction to shares of Class A common stock outstanding to 4,128,024. Accordingly, s The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in paid-in For the year ended December 31, 2022, the Company recorded accretion of $ Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable common stock and loss per non-redeemable two-class non-redeemable The following tables reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Year Ended Net income $ 3,530,190 Accretion of temporary equity to redemption value (2,458,852 ) Net income including accretion of temporary equity to redemption value $ 1,071,338 For the Year Class A Class B Allocation of net income including accretion of temporary equity $ 808,358 $ 262,980 Plus: accretion applicable to Class A redeemable shares 2,458,852 — Total income by Class $ 3,267,210 $ 262,980 Weighted average number of shares 17,674,483 5,750,000 Income per share $ 0.18 $ 0.05 For the period from Net income 3,386,750 Accretion of temporary equity to redemption value (31,641,174 ) Net loss including accretion of temporary equity to redemption value $ (28,254,424 ) For the period from Class A Class B Allocation of net loss including accretion of temporary equity $ (22,485,584 ) $ (5,768,840 ) Plus: accretion applicable to Class A redeemable shares 31,641,174 — Total income (loss) by Class $ 9,155,590 $ (5,768,840 ) Weighted average number of shares 8,890,071 5,750,000 Income (loss) per share $ 1.03 $ (1.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations consist institution 250,000 . The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable 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” (“ASC 815). 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 sheet date. Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net in the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants was reclassified to additional paid-in Contingent Interest Liability The Company accounts for interest on promissory notes that are payable upon a successful business combination in accordance with ASC Topic 470, “Debt” and ASC 815. The contingent interest meets the criteria of an embedded derivative which requires bifurcation and separate accounting at fair value with changes in the fair value at subsequent reporting dates recorded to the statement of operations. The contingent interest liability is also treated as an issuance cost of the promissory notes and is recorded against a debt discount. See Note 5. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Initial Public Offering	NOTE 3. INITIAL PUBLIC OFFERING On September 9, 2021, pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half An aggregate of $10.00 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 Following Transaction costs of the IPO amounted to $22,517,064 consisting of $2,335,058 of underwriting discount, $8,050,000 of deferred underwriting discount, $640,129 of actual offering costs, and $11,491,877 of excess fair value of Founder Shares over the purchase price.	NOTE 3 — INITIAL PUBLIC OFFERING On September 9, 2021, pursuant to the Initial Public Offering, the Company sold 23,000,000 Units at a price of $10.00 per Unit, which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half An aggregate of $ 10.00 per Unit sold in the Initial Public Offering was held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 Following the closing of the Initial Public Offering Transaction costs of the IPO amounted to $22,517,064 consisting of $2,335,058 of underwriting discount, $8,050,000 of deferred underwriting discount, $640,129 of actual offering costs, and $11,491,877 of excess fair value of founder shares over the purchase price.

Private Placement

Private Placement	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Private Placement	NOTE 4. PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and Metric pursuant to which the Sponsor and Metric purchased an aggregate of 3,397,155 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $5,095,733, in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.	NOTE 4 — PRIVATE PLACEMENT The Company entered into an agreement with the Sponsor and Metric pursuant to which the Sponsor and Metric purchased an aggregate of Private Placement Warrants, at a price of $ 1.50 per Private Placement Warrant, or , in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $ 11.50 per share, subject to adjustment (see Note 6). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

Related Party Transactions

Related Party Transactions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 5. RELATED PARTY TRANSACTIONS Founder shares On March 24, 2021, the Sponsor and Metric purchased 5,750,000 Founder Shares for an aggregate purchase price of $25,000. This amount was paid on behalf of the Company to cover certain expenses. The number of Founder Shares will collectively represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one In connection with the closing of the Initial Public Offering, certain anchor investors acquired from the Sponsor and Metric in the aggregate Founder Shares at the original purchase price that the Sponsor and Metric paid for the Founder Shares. Each anchor investor has agreed with the Sponsor and Metric that, if it does not purchase in the Initial Public Offering the number of Units in its indication of interest, it will automatically forfeit its interest in all such Founder Shares. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities was expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. In realized as a result of the Sponsor and Metric’s transaction with the third-party investors. The fair value of the consulting services was determined to be a financing expense in accordance with Staff Accounting Bulletin Topic 5A. Promissory notes-related parties On September 13, 2022, the Company entered into promissory note agreements with the Sponsor and Metric for an aggregate $ . The Notes are non-interest bearing and are payable on the earlier of the date on which a business combination is consummated or the date that the winding up of the Company is effective. As of March 31, 2023 and December 31, 2022, there was $ outstanding under the promissory notes. In November 2022, December 2022, and January 2023, the Company entered into promissory note agreements with various parties (“Promissory Notes”) for an aggregate borrowing capacity of $990,000. The Promissory Notes include a zero interest bearing note, notes that accrue interest at a 50% rate per annum, and notes that have 100% interest payable upon the consummation of an initial Business Combination. The zero interest bearing notes and the notes that accrue interest at a 50% rate per annum are payable on the earliest to occur of (i) the date on which the Company consummates its initial Business Combination or (ii) the date that the winding up of the Company is effective. The notes that have 100% interest payable upon consummation of an initial Business combination are due and payable upon the consummation of the Company’s initial Business Combination. Related party loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Further, if the Sponsor elects to extend the period of time to consummate an initial Business Combination beyond 24 months from the closing of the Initial Public Offering, the Sponsor (or its affiliates or designees) may be required to deposit additional funds into the Trust Account in the form of a loan to us, as described in the prospectus (the “Extension Loans”, together with the Working Capital Loans, the “Company Loans”). If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $ 4,600,000 of such loans that may be extended to us by the Sponsor, its affiliates or designees or any of our directors or officers, as the case may be, may be converted into warrants, at a price of $ 1.50 per warrant, at the option of the lender. If issued, the warrants would be identical in terms of their terms and conditions to the private placement warrants, including as to exercise price, exercisability and exercise period. Except as set forth above, the terms of such loans or warrants, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the consummation of our initial business combination, we do not expect to seek loans from parties other than the Sponsor, its affiliates or designees or our directors or officers as we do not believe third parties will be willing to loan such funds and waive any and all rights to seek access to funds in our Trust Account. After our initial business combination, members of the FLAG team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials (as applicable) furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. Administrative support agreement The Company has the option, commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay an affiliate of the Sponsor a total of $	NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On March 24, 2021, the Sponsor and Metric purchased 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $ 25,000. This amount was paid on behalf of the Company to cover certain expenses. The number of Founder Shares will collectively represent approximately 20 % of the Company’s issued and outstanding shares after the Initial Public Offering. The Sponsor and the Company’s directors and executive officers have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading The Founder Shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one In connection with the closing of the Initial Public Offering, certain anchor investor acquired from the Sponsor and Metric in the aggregate 1,452,654 Founder Shares at the original purchase price that the Sponsor and Metric paid for the Founder Shares. Each anchor investor has agreed with the Sponsor and Metric that, if it does not purchase in the Initial Public Offering the number of Units in its indication of interest, it will automatically forfeit its interest in all such Founder Shares. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities was expensed as incurred in the statement of operations. Offering costs allocated to the Public Shares were charged to stockholders’ equity upon the completion of the Initial Public Offering. In September 2022, the Sponsor and Metric sold an aggregate of 850,000 of its Founder Shares to two third-party investors for cash and, as needed, consulting services, to fund the Company’s extension period and provide and general working capital. The consulting services offered were considered a benefit that the Company realized as a result of the Sponsor and Metric’s transaction with the third-party investors. The fair value of the consulting services of $360,000 Promissory Note — Related Parties In non-interest and is payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The Company had borrowed $188,804 under the Note and repaid the outstanding amount in full on September 14, 2021. As of December 31, 2022 and 2021, the Company did not have any amounts outstanding under the note. On September 13, 2022, the Company entered into promissory note agreements with the Sponsor and Metric (“Related Party Promissory Notes”) for an aggregate $ non-interest outstanding under these agreements. In November and December 2022, the Company entered into promissory note agreements with various parties (“Promissory Notes”) for an aggregate borrowing capacity of $ 905,000. The Promissory Notes include a zero interest bearing note, notes that accrue interest at a % rate per annum, and notes that have % interest payable upon the consummation of an initial Business Combination. As of December 31, 2022, the Company has drawn down an aggregate $ 767,500 on the Promissory Notes. interest related to the % per annum interest rate Promissory Notes and a contingent interest embedded derivative liability related to th e % interest rate Promissory Notes payable upon consummation of an initial Business Combination as of December 31, 2022. The contingent interest liability is treated as an issuance cost and is recorded against a debt discount. The Promissory Notes are recorded net of debt discount, with the debt discount being amortized into the Promissory Note balance through the maturity date. Related Party Loans In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor intends to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company intends to have the ability to repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company intends to have the ability to use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. At the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, the Company had no outstanding borrowings under the Working Capital Loans. Administrative Support Agreement The Company has the option, commencing on the date that the Company’s securities are first listed on a U.S. national securities exchange through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $ 10,000 per month for office space, secretarial, and administrative support.

Stockholders' Equity

Stockholders' Equity	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	NOTE 6. STOCKHOLDERS’ EQUITY Preferred stock. Class A common stock resulting in a reductions to shares of redeemable Class A common stock outstanding to Class B common stock. The shares of Class B common stock (Founder Shares) will automatically convert into shares of Class one-for-one equity-linked as-converted	NOTE 6 — STOCKHOLDERS’ EQUITY Preferred stock — outstanding. Class . At December 31, 2022 and 2021, there were shares of Class A common stock subject to possible redemption issued and outstanding at redemption price of $ 10.00 per share. Class B common stock — The Company is authorized to issue shares of Class B common stock with a par value of $ per share. Holders of the Company’s common stock are entitled to one vote per share. At December 31, 2022 and 2021, there were shares of Class B common stock issued and outstanding. The shares of Class B common stock (Founder Shares) will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted

Warrants

Warrants	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Warrants and Rights Note Disclosure [Abstract]
Warrants	NOTE 7. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A common stock equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments” in Exhibit 4.5 to our Form 10-K • if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments” in Exhibit 4.5 to our Form 10-K In addition The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable Warrants. The 815-40. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement re-measurement,	NOTE 7 — WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 12 months from the closing of the Initial Public Offering and (b) 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A common stock equals or exceeds $ 18.00 . • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading If and when the Public Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per equals or exceeds $10.00. • in whole and not in part; • at $ 0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock; • if, and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00”) equals or exceeds $ 10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”); and • if the Reference Value is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. 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 a Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then 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, the $ 18.00 per share redemption trigger price and the “Redemption of Warrants when the price per share of Class A common stock equals or exceeds $ 10.00” described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 per share redemption trigger price described above. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option, and are non-redeemable The Company accounts for the 14,897,155 warrants that were issued in connection with the Initial Public Offering (comprised of the 11,500,000 Public Warrants and the 3,397,155 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. This liability is subject to re-measurement re-measurement,

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares and Private Placement Warrants (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 the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights and shareholder agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriter’s agreement The Company granted the underwriter a 45-day Forward Purchase Agreement In August 2021, the Company entered into a forward purchase agreement with Franklin Strategic Series – Franklin Small Cap Growth Fund (the “forward purchase agreement”), a Delaware statutory trust (“Franklin”), whereby for one share of Class A common stock and one-half of one warrant, in a private placement to occur concurrently with the closing of the initial business combination. The obligations under the forward purchase agreement do not depend on whether any shares of Class A common stock are redeemed by the Company’s public stockholders. Subject to certain conditions set forth in the forward purchase agreement, Franklin may transfer the rights and obligations under the forward purchase agreement, in whole or in part, to forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of Franklin under the forward purchase agreement. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the Company’s initial Business Combination, for expenses in connection with its initial Business Combination or for working capital in the post-transaction company. The Company accounts for the forward purchase agreement in accordance with the guidance in ASC 815-40 re-measurement In connection with the Business Combination with Calidi, Franklin is not obligated under its forward purchase agreement to purchase the forward purchase shares.	NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of the Founder Shares and Private Placement Warrants (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 the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights and shareholder agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriter Agreement The Company granted the underwriter a 45-day consummation of the Business Combination. As such, the deferred underwriter fee payable has been reduced to zero as of December 31, 2022. Forward Purchase Agreement In August 2021, the Company has entered into a forward purchase agreement with Franklin Strategic Series – Franklin Small Cap Growth Fund (the “forward purchase agreement”), a Delaware statutory trust (“Franklin”), whereby Franklin has agreed to purchase (subject to certain conditions set forth therein) 5,000,000 shares of Class A common stock plus 2,500,000 forward purchase warrants, exercisable to purchase one share of Class A common stock at $11.50 per share, for an aggregate purchase price of $50,000,000, or $10.00 for one share of Class A common stock and one-half of one warrant, in a private placement to occur concurrently with the closing of the initial business combination. The obligations under the forward purchase agreement do not depend on whether any shares of Class A common stock are redeemed by the Company’s public stockholders. Subject to certain conditions set forth in the forward purchase agreement, Franklin may transfer the rights and obligations under the forward purchase agreement, in whole or in part, to forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of Franklin under the forward purchase agreement. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the Company’s initial Business Combination, for expenses in connection with its initial Business Combination or for working capital in the post-transaction company. The Company accounts for the forward purchase agreement in accordance with the guidance in ASC 815-40 re-measurement In connection with the Business Combination with Calidi, Franklin is not obligated under its forward purchase agreement to purchase the forward purchase shares and has informed the Company that it has determined not to purchase such shares in connection with the consummation of the Business Combination.

Fair Value Measurements

Fair Value Measurements	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	NOTE 9. FAIR VALUE MEASUREMENTS At March 31, 2023 and December 31, 2022, the Company’s warrant liability was valued at $656,500 and $745,000, respectively. Under the guidance in ASC 815-40, re-measurement re-measurement, The following table presents fair value information as of March 31, 2023, and December 31, 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The Company transferred the fair value of Private Placement Warrants from a Level 3 measurement to a Level 2 measurement in 2022 as the valuation inputs are largely driven by the fair value of the Public Warrants for which quoted prices are observable in active markets. The following table presents information about the Company’s Level 3 measurements for the three months ended March 31, 2023 and March 31, 2022: Forward Purchase Contingent Total Level 3 Level 3 financial instruments as of December 31, $ 326,234 $ 32,865 $ 359,099 Change in fair value 554,443 101,404 655,847 Level 3 financial instruments as of March 31, 2023 $ 880,677 $ 134,269 $ 1,014,946 Forward Purchase Private Placement Contingent Total Level 3 Level 3 financial instruments as of $ 521,184 $ 1,718,000 $ — $ 2,239,184 Change in fair value 122,020 (482,000 ) — (359,980 ) Level 3 financial instruments as of $ 643,204 $ 1,236,000 $ — $ 1,879,204 The fair value of the Company’s financial asse The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2023 Level 1 Level 2 Level 3 Assets Marketable securities held in trust account $ 42,906,943 $ — $ — Liabilities Public Warrants $ 517,500 $ — $ — Private Placement Warrants $ — $ 139,000 $ — Forward Purchase Units $ — $ — $ 880,677 Contingent Interest Liabilities $ — $ — $ 134,269 December 31, 2022 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in trust account $ 42,453,107 $ — $ — Liabilities Public Warrants $ 575,000 $ — $ — Private Placement Warrants $ — $ 170,000 $ — Forward Purchase Units $ — $ — $ 326,234 Contingent Interest Liabilities $ — $ — $ 32,865 The following table presents the changes in the fair value of financial instruments for the three months ended March 31, 2023 and 2022: Public Warrants Private Placement Forward Purchase Contingent Interest Derivative liabilities as of December 31, $ 575,000 $ 170,000 $ 326,234 $ 32,865 Change in fair value (57,500 ) (31,000 ) 554,443 101,404 Derivative liabilities as of March 31, $ 517,500 $ 139,000 $ 880,677 $ 134,269 Public Warrants Private Placement Forward Purchase Contingent Interest Derivative liabilities as of December 31, $ 5,751,150 $ 1,718,000 $ 521,184 $ — Change in fair value (1,612,300 ) (482,000 ) 122,020 — Derivative liabilities as of March 31, 2022 $ 4,138,850 $ 1,236,000 $ 643,204 $ — Measurement The Company established the initial fair value for the warrants on September 14, 2021, the date of the consummation of the Company’s IPO. The Company used a lattice model and Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at March 31, 2023 and December 31, 2022: Private Placement Warrants March 31, 2023 December 31, 2022 Ordinary share price $ 10.27 $ 10.17 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 3.56 % 3.94 % Volatility 0.00 % 0.00 % Term 5.25 5.50 Warrant to buy one share $ 0.04 $ 0.05 Dividend yield 0.04 % 0.00 % The forward purchase agreement is a plain vanilla forward contract with delivery of the Units and payment contingent on the consummation of an acquisition. The value per forward purchase unit is equal to the probability of an acquisition occurring, multiplied by the value of the unit at the initial public offering date, multiplied by (1 – exp(-rt)) The key inputs into the formula were as follows at March 31, 2023 and December 31, 2022: Forward Purchase Liability March 31, 2023 December 31, 2022 Input Probability of an acquisition occurring 40.00 % 10.00 % Unit price $ 10.32 $ 10.17 Risk-free rate of interest 4.79 % 4.70 % Time to expiration 0.25 0.05 The Company established the fair value of the contingent interest liability on December 31, 2022. The Company utilized a “With and Without” embedded derivative valuation model to calculate the standalone value of the embedded derivative. Key inputs into Contingent Interest Liability March 31, 2023 December 31, 2022 Input Valuation date March 31, 2023 December 31, 2022 Inception date December 1 through December 1 through Aggregate principal amount $ 350,000 $ 350,000 Contractual interest 100.0 100.0 % Maturity date Date of successful Date of successful Estimated business June 30, 2023 June 30, 2023 Estimated probability of a 40.0 % 10.0 % Estimated market yield 17.4 % 13.0 %	NOTE 9 — FAIR VALUE MEASUREMENTS At December 31, 2022 and 2021, the Company’s warrant liability was valued at $ and $ 7,469,150 , respectively. Under the guidance in ASC 815-40, do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement re-measurement, The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The private warrant liability and forward purchase unit liability were classified within Level 3 of the fair value hierarchy as of December 31, 2021. The Company transferred Public Warrants from a Level 3 measurement to a Level 1 measurement in 2021 as a result of the Public Warrants detaching from the Units and becoming separately tradable. The Company transferred Private Placement Warrants from a Level 3 measurement to a Level 2 measurement in 2022 as the valuation inputs are largely driven by the fair value of the Public Warrants for which quoted prices are observable in active markets. Forward Publics Private Contingent Total Level # Level 3 financial instruments at March 24, 2021 $ — $ — $ — $ — $ — Initial fair value at issuance 31,000 10,109,000 3,014,000 — 13,154,000 Change in fair value 490,184 (4,357,850 ) (1,296,000 ) — (5,163,666 ) Transfer of public warrants to Level 1 measurements — (5,751,150 ) — — (5,751,150 ) Level 3 financial instruments at December 31, 2021 521,184 — 1,718,000 — 2,239,184 Change in fair value (194,950 — (1,408,000 — (1,602,950 Transfer of private placement warrants to Level 2 — — (310,000 ) — (310,000 ) Initial fair value of contingent interest liability — — — 32,865 32,865 Level 3 financial instruments at December 31, $ 326,234 — $ — $ 32,865 $ 359,099 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022 and 2021: December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in trust account $ 42,453,107 $ — $ — Liabilities: Public Warrants $ 575,000 $ — $ — Private Placement Warrants $ — $ 170,000 $ — Forward Purchase Units $ $ $ 326,234 Contingent Interest Liabilities $ — $ — $ 32,865 December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in trust account $ 230,004,784 $ — $ — Liabilities: Public Warrants $ 5,751,150 $ — $ — Private Placement Warrants $ — $ — $ 1,718,000 Forward Purchase Units $ $ $ 521,184 The following table presents the changes in the fair value of financial instruments for the twelve months ended December 31, 2022: Public Private Forward Contingent Financial instrument liabilities at March 24, 2021 (inception) $ — $ — $ — $ — Initial fair value at issuance date September 14, 2021 10,109,000 3,014,000 31,000 — Change in fair value (4,357,850 ) (1,296,000 ) 490,184 — Financial instrument liabilities at December 31, 2021 5,751,150 1,718,000 521,184 — Change in fair value (5,176,150 ) (1,548,000 ) (194,950 ) — Initial fair value of contingent interest liability — — — 32,865 Financial instrument Liabilities at December 31, 2022 $ 575,000 170,000 $ 326,234 $ 32,865 Measurement The Company established the initial fair value for the warrants on September 14, 2021, the date of the consummation of the Company’s IPO. The Company used a lattice model and Monte Carlo simulation model to value the warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A Ordinary Share and one-half of one Public Warrant and (iii) the issuance of Class B Ordinary Shares, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Ordinary Shares subject to possible redemption (temporary equity), Class A Ordinary Shares (permanent equity) and Class B Ordinary Shares (permanent equity) based on their relative fair values at the initial measurement date. The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at December 21, 2022 and December 31, 2021: Private Placement Warrants December 31, December 31, Input Ordinary share price $ 10.17 $ 9.81 Exercise price $ 11.50 $ 11.50 Private Placement Warrants December 31, December 31, Risk-free rate of interest 3.94 % 1.32 % Volatility 0.00 % 9.88 % Term 5.50 5.69 Warrant to buy one share $ 0.05 $ 0.51 Dividend yield 0.00 % 0.00 % The forward purchase agreement is a plain vanilla forward contract with delivery of the Units and payment contingent on the consummation of an acquisition. The value per forward purchase unit is equal to the probability of an acquisition occurring, multiplied by the value of the unit at the initial public offering date, multiplied by (1 – exp(- rt r t The key inputs into the formula were as follows at December 31, 2022 and 2021: Forward Purchase Liability December 31, December 31, Input Probability of an acquisition occurring 10.00 % 85.00 % Unit price $ 10.17 10.10 Risk-free rate of interest 4.70 % 0.27 % Time to the acquisition 0.05 0.69 The Company established the fair value of the contingent interest liability on December 31, 2022. The Company utilized a “With and Without” embedded derivative valuation model to calculate the standalone value of the embedded derivative. Key inputs into the model are as follows: Contingent Interest Liability December 31, 2022 Input Valuation date December 31, 2022 Inception date December 1 through December 14, 2022 Aggregate principal amount $ 350,000 Contractual interest 100.0 % Maturity date Date of successful business combination Estimated business combination date June 30, 2023 Estimated probability of a business combination 10.0 % Estimated market yield 13.0 %

Income Tax

Income Tax	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax	NOTE 10. INCOME TAX The Company recorded a tax provision of $65,475 for the three months ended March 31, 2023. The effective tax rate was (3.03 )% for the three months ended March 31, 2023. The effective tax rates differ from the statutory tax rate of % primarily due to the change in fair value of warrants and the valuation allowance on deferred tax assets. During the three months ended March 31, 2022, the Company did not record any income tax benefits for the net operating losses incurred due to the uncertainty of realizing a benefit from those items. In general, with certain exceptions ASC 740-270, Income Taxes, requires the use of an estimated annual effective tax rate to compute the tax provision during an interim period. However, due to operating losses for the three months ended March 31, 2023, the Company determined that it was unable to reliably estimate its annual effective tax rate. As such, for the three months ended March 31, 2023, the Company used a discrete-period effective tax rate. The Company has evaluated the positive and negative evidence bearing upon	NOTE 10 — INCOME TAX The Company’s net deferred tax assets at December 31, 2022 and 2021 December 31, December 31, Capitalized start-up $ 1,588,741 $ 413,817 Unrealized gains on marketable securities (1,385 ) (802 ) Charitable contributions — 5,019 Net operating loss carryforward — 39,344 Total deferred tax assets 1,587,356 457,378 Valuation allowance (1,587,356 ) (457,378 ) Deferred tax assets $ — $ — The income tax provision for the twelve months ended December 31, 2022 through December 31, December 31, Current expense (benefit) Federal $ 266,104 $ — State 80,883 — Deferred expense (benefit) Federal (921,893 ) (373,152 ) State (208,085 ) (84,226 ) Change in Valuation Allowance 1,129,978 457,378 Income tax provision $ 346,987 $ — As of December 31, 2022 and 2021, the Company has $0 and $152,852 federal net operating loss carryforwards, respectively, and $0 and $152,852 state net operating loss carryforwards. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the twelve months ended December 31, 2022, the change in the valuation allowance was period from March 24, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $ A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit (3.72 )% (2.49 )% Change in fair value of warrant liabilities (36.42 )% (35.05 )% Change in valuation allowance 29.14 % 13.50 % Change in fair value of forward purchase units (1.06 )% 3.04 % Income tax provision 8.95 % 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 202 1

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the audited balance sheet date through March 31, 2022, the date that the audited financial statements were available to be issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than the below. On January 5, 2023, the Company drew $ 100,000 on a promissory note with a related party. The promissory note has an interest rate of 50 % per annum calculated on the basis of a year of 365 days. The principal balance and accrued interest of the promissory note is payable on the earliest of (i) the date on which an initial business combination is consummated or (ii) the date the winding up of the Company is effective. On January 6, 2023, the Company drew $ 37,500 on a promissory note with a related party. The promissory note is no n-interest bearing and the principal balance of the promissory note is payable on the earliest of (i) the date on which an initial business combination is consummated or (ii) the date the winding up of the Company is effective. On January 9, 2023, the Company announced a merger agreement with Calidi Biotherapeutics, a clinical-stage biotechnology company that is pioneering the development of allogeneic cell-based delivery of oncolytic viruses. Total gross proceeds from the transaction, before payment of transaction expenses, is expected to be up to $82 million, combining up to $42 million held in the Company’s Trust Account, assuming no redemptions, and $40 million of possible PIPE financing. On January 20, 2023 and January 30, 2023, the Company drew $ 35,000 and $ 50,000, respectively, on promissory notes with related parties. The promissory notes have an interest rate of 50% per annum calculated on the basis of a year of 365 days. The principal balance and accrued interest of the promissory notes are payable on the earliest of (i) the date on which an initial business combination is consummated or (ii) the date the winding up of the Company is effective. On March 14, 2023, an automatic extension of the completion window from March 14, 2023 to June 14, 2023 occurred pursuant to our amended and restated certificate of incorporation.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X F-9 SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “ em growth nies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging nting	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, 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 shareholder 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of these financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes in the reported period. While the significant estimates made by management in the preparation of the financial statements are reasonable, prudent, and evaluated on an ongoing basis, actual results may differ materially from those estimates. The information below outlines several accounting policies applied by the Company in preparing its financial statements that involve complex situations and judgment in the development of significant estimates and assumptions. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $82,828 and $93,892 of operating cash and no cash equivalents as of March 31, 2023 and December 31, 2022, respectively.	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 $93,892 and $ no cash equivalents as of December 31, 2022 and 2021, respectively.
Cash Held in Trust Account	Cash Held in Trust Account Following the closing of the Initial Public Offering on September 14, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 , pre-initial upon the Class The Company had $ 42,906,943 and $ 42,453,107 of cash held in the trust account as of March 31, 2023 and December 31, 2022, respectively.	Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on September 14, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 months from the closing of the Initial Public Offering (or up to 24 months if we were to exercise the three three-month extensions available pursuant to the amended and restated certificate of incorporation, of which one extension remains unexercised, provided that the Sponsor pays an amount equal to 1% of the amount then on deposit in the Trust Account for each three-month extension, (the “Extension Fee”) which amount shall be deposited tin the Trust Account, and further provided that if the Company enters into a merger, acquisition or other business combination agreement in connection with the initial Business Combination, the subsequent two three-month extensions will occur automatically without requiring the Sponsor to pay the Extension Fee) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial of of marketable securities held in the trust account as of December 31, 2022 and 2021, respectively.
Offering Costs Associated with IPO	Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 paid-in	Offering Costs Associated with IPO The Company complies with the requirements of the ASC 340-10-S99-1 fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged to stockholders’ equity or the statement of operations based on the relative value of the Public Warrants and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on September 14, 2021, offering costs totaling costs, and $ included in operating costs as an allocation for the Public Warrants, and included as a reduction to Class A common stock subject to possible redemption .
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 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On September 19, 2022, certain investors redeemed 18,871,976 shares of Class A common stock for $190,010,529, resulting in a reduction to shares of Class A common stock outstanding to 4,128,024. Accordingly, at March 31, 2023, and December 31, 2022, 4,128,024 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. The paid-in	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 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. On September 19, 2022, certain investors redeemed 18,871,976 shares of Class A common stock for $190,010,529, resulting in a reduction to shares of Class A common stock outstanding to 4,128,024. Accordingly, s The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in paid-in For the year ended December 31, 2022, the Company recorded accretion of $
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized . ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.
Net Income (Loss) per Common Stock	Net Income (Loss) per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable common stock and income (loss) per non-redeemable two-class non-redeemable stockholders. The following table reflects the calculation of basic and diluted net loss per common share for the three months ended March 31, 2023: Three Months Ended Net loss $ (2,224,540 ) Accretion of temporary equity to redemption value (453,836 ) Net loss including accretion of temporary equity to redemption value $ (2,678,375 ) Three Months Ended Class A Class B Allocation of net loss including accretion of temporary equity $ (1,119,293 ) $ (1,559,083 ) Plus: Accretion applicable to Class A redeemable shares 453,836 — Total loss by Class $ (665,457 ) $ (1,559,083 ) Weighted average number of shares 4,128,024 5,750,000 Loss per share $ (0.16 ) $ (0.27 ) The following table reflects the calculation of basic and diluted net income per common share for the three months ended March 31, 2022 (in dollars, except per share amounts): Three Months Ended Net income $ 1,462,193 Accretion of temporary equity to redemption value (18,771 ) Net income including accretion of temporary equity to redemption $ 1,443,422 Three Months Ended Class A Class B Allocation of net income including accretion of temporary equity $ 1,154,738 $ 288,684 Plus: Accretion applicable to Class A redeemable shares 18,771 — Total income by Class $ 1,173,509 $ 288,684 Weighted average number of shares 23,000,000 5,750,000 Income per share $ 0.05 $ 0.05	Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income (loss) per Class A redeemable common stock and loss per non-redeemable two-class non-redeemable The following tables reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Year Ended Net income $ 3,530,190 Accretion of temporary equity to redemption value (2,458,852 ) Net income including accretion of temporary equity to redemption value $ 1,071,338 For the Year Class A Class B Allocation of net income including accretion of temporary equity $ 808,358 $ 262,980 Plus: accretion applicable to Class A redeemable shares 2,458,852 — Total income by Class $ 3,267,210 $ 262,980 Weighted average number of shares 17,674,483 5,750,000 Income per share $ 0.18 $ 0.05 For the period from Net income 3,386,750 Accretion of temporary equity to redemption value (31,641,174 ) Net loss including accretion of temporary equity to redemption value $ (28,254,424 ) For the period from Class A Class B Allocation of net loss including accretion of temporary equity $ (22,485,584 ) $ (5,768,840 ) Plus: accretion applicable to Class A redeemable shares 31,641,174 — Total income (loss) by Class $ 9,155,590 $ (5,768,840 ) Weighted average number of shares 8,890,071 5,750,000 Income (loss) per share $ 1.03 $ (1.00 )
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 financia ount	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations consist institution 250,000 . The Company has not experienced losses on these accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable
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	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” (“ASC 815). 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 sheet date.
Warrant Liability	Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net in the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants was reclassified to additional paid-in	Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net in the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary share warrants. At that time, the portion of the warrant liability related to the ordinary share warrants was reclassified to additional paid-in
Contingent Interest Liability	Contingent Interest Liability The Company accounts for interest on promissory notes that are payable upon a successful business combination in accordance with ASC Topic 470, “Debt” and ASC 815. The contingent interest meets the criteria of an embedded derivative which requires bifurcation and separate accounting at fair value with changes in the fair value at subsequent reporting dates recorded to the statement of operations. The contingent interest liability is also treated as an issuance cost of the promissory notes and is recorded against a debt discount. See Note 5.	Contingent Interest Liability The Company accounts for interest on promissory notes that are payable upon a successful business combination in accordance with ASC Topic 470, “Debt” and ASC 815. The contingent interest meets the criteria of an embedded derivative which requires bifurcation and separate accounting at fair value with changes in the fair value at subsequent reporting dates recorded to the statement of operations. The contingent interest liability is also treated as an issuance cost of the promissory notes and is recorded against a debt discount. See Note 5.
Related Parties	Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.	Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.	Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Computation Details Of Final Net Income Loss Available To Common Stockholders	The following table reflects the calculation of basic and diluted net loss per common share for the three months ended March 31, 2023: Three Months Ended Net loss $ (2,224,540 ) Accretion of temporary equity to redemption value (453,836 ) Net loss including accretion of temporary equity to redemption value $ (2,678,375 ) Three Months Ended Net income $ 1,462,193 Accretion of temporary equity to redemption value (18,771 ) Net income including accretion of temporary equity to redemption $ 1,443,422	The following tables reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts): For the Year Ended Net income $ 3,530,190 Accretion of temporary equity to redemption value (2,458,852 ) Net income including accretion of temporary equity to redemption value $ 1,071,338 For the period from Net income 3,386,750 Accretion of temporary equity to redemption value (31,641,174 ) Net loss including accretion of temporary equity to redemption value $ (28,254,424 )
Schedule of Earnings Per Share, Basic and Diluted	Three Months Ended Class A Class B Allocation of net loss including accretion of temporary equity $ (1,119,293 ) $ (1,559,083 ) Plus: Accretion applicable to Class A redeemable shares 453,836 — Total loss by Class $ (665,457 ) $ (1,559,083 ) Weighted average number of shares 4,128,024 5,750,000 Loss per share $ (0.16 ) $ (0.27 ) Three Months Ended Class A Class B Allocation of net income including accretion of temporary equity $ 1,154,738 $ 288,684 Plus: Accretion applicable to Class A redeemable shares 18,771 — Total income by Class $ 1,173,509 $ 288,684 Weighted average number of shares 23,000,000 5,750,000 Income per share $ 0.05 $ 0.05	For the Year Class A Class B Allocation of net income including accretion of temporary equity $ 808,358 $ 262,980 Plus: accretion applicable to Class A redeemable shares 2,458,852 — Total income by Class $ 3,267,210 $ 262,980 Weighted average number of shares 17,674,483 5,750,000 Income per share $ 0.18 $ 0.05 For the period from Class A Class B Allocation of net loss including accretion of temporary equity $ (22,485,584 ) $ (5,768,840 ) Plus: accretion applicable to Class A redeemable shares 31,641,174 — Total income (loss) by Class $ 9,155,590 $ (5,768,840 ) Weighted average number of shares 8,890,071 5,750,000 Income (loss) per share $ 1.03 $ (1.00 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Summary of Change in the Fair Value of Derivative Warrant Liabilities	The following table presents information about the Company’s Level 3 measurements for the three months ended March 31, 2023 and March 31, 2022: Forward Purchase Contingent Total Level 3 Level 3 financial instruments as of December 31, $ 326,234 $ 32,865 $ 359,099 Change in fair value 554,443 101,404 655,847 Level 3 financial instruments as of March 31, 2023 $ 880,677 $ 134,269 $ 1,014,946 Forward Purchase Private Placement Contingent Total Level 3 Level 3 financial instruments as of $ 521,184 $ 1,718,000 $ — $ 2,239,184 Change in fair value 122,020 (482,000 ) — (359,980 ) Level 3 financial instruments as of $ 643,204 $ 1,236,000 $ — $ 1,879,204 The following table presents the changes in the fair value of financial instruments for the three months ended March 31, 2023 and 2022: Public Warrants Private Placement Forward Purchase Contingent Interest Derivative liabilities as of December 31, $ 575,000 $ 170,000 $ 326,234 $ 32,865 Change in fair value (57,500 ) (31,000 ) 554,443 101,404 Derivative liabilities as of March 31, $ 517,500 $ 139,000 $ 880,677 $ 134,269 Public Warrants Private Placement Forward Purchase Contingent Interest Derivative liabilities as of December 31, $ 5,751,150 $ 1,718,000 $ 521,184 $ — Change in fair value (1,612,300 ) (482,000 ) 122,020 — Derivative liabilities as of March 31, 2022 $ 4,138,850 $ 1,236,000 $ 643,204 $ —	Forward Publics Private Contingent Total Level # Level 3 financial instruments at March 24, 2021 $ — $ — $ — $ — $ — Initial fair value at issuance 31,000 10,109,000 3,014,000 — 13,154,000 Change in fair value 490,184 (4,357,850 ) (1,296,000 ) — (5,163,666 ) Transfer of public warrants to Level 1 measurements — (5,751,150 ) — — (5,751,150 ) Level 3 financial instruments at December 31, 2021 521,184 — 1,718,000 — 2,239,184 Change in fair value (194,950 — (1,408,000 — (1,602,950 Transfer of private placement warrants to Level 2 — — (310,000 ) — (310,000 ) Initial fair value of contingent interest liability — — — 32,865 32,865 Level 3 financial instruments at December 31, $ 326,234 — $ — $ 32,865 $ 359,099 The following table presents the changes in the fair value of financial instruments for the twelve months ended December 31, 2022: Public Private Forward Contingent Financial instrument liabilities at March 24, 2021 (inception) $ — $ — $ — $ — Initial fair value at issuance date September 14, 2021 10,109,000 3,014,000 31,000 — Change in fair value (4,357,850 ) (1,296,000 ) 490,184 — Financial instrument liabilities at December 31, 2021 5,751,150 1,718,000 521,184 — Change in fair value (5,176,150 ) (1,548,000 ) (194,950 ) — Initial fair value of contingent interest liability — — — 32,865 Financial instrument Liabilities at December 31, 2022 $ 575,000 170,000 $ 326,234 $ 32,865
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2023 Level 1 Level 2 Level 3 Assets Marketable securities held in trust account $ 42,906,943 $ — $ — Liabilities Public Warrants $ 517,500 $ — $ — Private Placement Warrants $ — $ 139,000 $ — Forward Purchase Units $ — $ — $ 880,677 Contingent Interest Liabilities $ — $ — $ 134,269 December 31, 2022 Level 1 Level 2 Level 3 Assets Cash and marketable securities held in trust account $ 42,453,107 $ — $ — Liabilities Public Warrants $ 575,000 $ — $ — Private Placement Warrants $ — $ 170,000 $ — Forward Purchase Units $ — $ — $ 326,234 Contingent Interest Liabilities $ — $ — $ 32,865	The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2022 and 2021: December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in trust account $ 42,453,107 $ — $ — Liabilities: Public Warrants $ 575,000 $ — $ — Private Placement Warrants $ — $ 170,000 $ — Forward Purchase Units $ $ $ 326,234 Contingent Interest Liabilities $ — $ — $ 32,865 December 31, 2021 (Level 1) (Level 2) (Level 3) Assets: Cash and marketable securities held in trust account $ 230,004,784 $ — $ — Liabilities: Public Warrants $ 5,751,150 $ — $ — Private Placement Warrants $ — $ — $ 1,718,000 Forward Purchase Units $ $ $ 521,184
Summary of Fair Value Measurements Inputs	The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at March 31, 2023 and December 31, 2022: Private Placement Warrants March 31, 2023 December 31, 2022 Ordinary share price $ 10.27 $ 10.17 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 3.56 % 3.94 % Volatility 0.00 % 0.00 % Term 5.25 5.50 Warrant to buy one share $ 0.04 $ 0.05 Dividend yield 0.04 % 0.00 % The forward purchase agreement is a plain vanilla forward contract with delivery of the Units and payment contingent on the consummation of an acquisition. The value per forward purchase unit is equal to the probability of an acquisition occurring, multiplied by the value of the unit at the initial public offering date, multiplied by (1 – exp(-rt)) The key inputs into the formula were as follows at March 31, 2023 and December 31, 2022: Forward Purchase Liability March 31, 2023 December 31, 2022 Input Probability of an acquisition occurring 40.00 % 10.00 % Unit price $ 10.32 $ 10.17 Risk-free rate of interest 4.79 % 4.70 % Time to expiration 0.25 0.05 The Company established the fair value of the contingent interest liability on December 31, 2022. The Company utilized a “With and Without” embedded derivative valuation model to calculate the standalone value of the embedded derivative. Key inputs into Contingent Interest Liability March 31, 2023 December 31, 2022 Input Valuation date March 31, 2023 December 31, 2022 Inception date December 1 through December 1 through Aggregate principal amount $ 350,000 $ 350,000 Contractual interest 100.0 100.0 % Maturity date Date of successful Date of successful Estimated business June 30, 2023 June 30, 2023 Estimated probability of a 40.0 % 10.0 % Estimated market yield 17.4 % 13.0 %	The key inputs into the lattice model and Monte Carlo simulation model formula were as follows at December 21, 2022 and December 31, 2021: Private Placement Warrants December 31, December 31, Input Ordinary share price $ 10.17 $ 9.81 Exercise price $ 11.50 $ 11.50 Private Placement Warrants December 31, December 31, Risk-free rate of interest 3.94 % 1.32 % Volatility 0.00 % 9.88 % Term 5.50 5.69 Warrant to buy one share $ 0.05 $ 0.51 Dividend yield 0.00 % 0.00 % The key inputs into the formula were as follows at December 31, 2022 and 2021: Forward Purchase Liability December 31, December 31, Input Probability of an acquisition occurring 10.00 % 85.00 % Unit price $ 10.17 10.10 Risk-free rate of interest 4.70 % 0.27 % Time to the acquisition 0.05 0.69 The Company established the fair value of the contingent interest liability on December 31, 2022. The Company utilized a “With and Without” embedded derivative valuation model to calculate the standalone value of the embedded derivative. Key inputs into the model are as follows: Contingent Interest Liability December 31, 2022 Input Valuation date December 31, 2022 Inception date December 1 through December 14, 2022 Aggregate principal amount $ 350,000 Contractual interest 100.0 % Maturity date Date of successful business combination Estimated business combination date June 30, 2023 Estimated probability of a business combination 10.0 % Estimated market yield 13.0 %

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities	The Company’s net deferred tax assets at December 31, 2022 and 2021 December 31, December 31, Capitalized start-up $ 1,588,741 $ 413,817 Unrealized gains on marketable securities (1,385 ) (802 ) Charitable contributions — 5,019 Net operating loss carryforward — 39,344 Total deferred tax assets 1,587,356 457,378 Valuation allowance (1,587,356 ) (457,378 ) Deferred tax assets $ — $ —
Schedule of Components of Income Tax Expense	The income tax provision for the twelve months ended December 31, 2022 through December 31, December 31, Current expense (benefit) Federal $ 266,104 $ — State 80,883 — Deferred expense (benefit) Federal (921,893 ) (373,152 ) State (208,085 ) (84,226 ) Change in Valuation Allowance 1,129,978 457,378 Income tax provision $ 346,987 $ —
Schedule of Effective Income Tax Rate Reconciliation	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit (3.72 )% (2.49 )% Change in fair value of warrant liabilities (36.42 )% (35.05 )% Change in valuation allowance 29.14 % 13.50 % Change in fair value of forward purchase units (1.06 )% 3.04 % Income tax provision 8.95 % 0.00 %

Organization and Plans of Bus_2

Organization and Plans of Business Operations - Additional Information (Detail) - USD ($)						3 Months Ended			9 Months Ended	12 Months Ended
	Jan. 09, 2023	Dec. 06, 2022	Sep. 19, 2022	Sep. 14, 2021	Sep. 09, 2021	Mar. 31, 2023	Mar. 14, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Sep. 13, 2022
Nature of Operations [Line Items]
Proceeds from the issuance of warrants				$ 5,095,733					$ 230,000,000
Payment to acquire restricted investments				$ 230,000,000		$ 425,850	$ 415,626	$ 0	230,000,000	$ 2,324,312
Term of restricted investments				180%
Restricted investment value per share				$ 10
Cash						82,828			1,062,653	93,892
Net Working Capital						$ 6,346,675				4,134,242
Proceeds from Issuance of Common Stock				$ 25,000					$ 25,000
Assets Held In Trust			$ 41,679,745
Percentage of amount deposited in trust account											1%
Waiver of deferred underwriter fee payable		$ 8,050,000								$ 8,050,000
Common Stock, Value, Issued	$ 250,000,000
Escalation period	5 years
Number of trading days from the closing period	20 days
Number of consecutive trading days from the closing period	30 days
Greater Than Or Equal To Twelve US Dollars Per Share [Member]
Nature of Operations [Line Items]
Common Stock, Par or Stated Value Per Share	$ 12
Common Stock, Shares Authorized	4,500,000
Greater Than Or Equal To Fourteen US Dollars Per Share [Member]
Nature of Operations [Line Items]
Common Stock, Par or Stated Value Per Share	$ 14
Common Stock, Shares Authorized	4,500,000
Greater Than Or Equal To Sixteen Us Dollars Per Share [Member]
Nature of Operations [Line Items]
Common Stock, Par or Stated Value Per Share	$ 16
Common Stock, Shares Authorized	4,500,000
Greater Than Or Equal To Eightteen Us Dollars Per Share [Member]
Nature of Operations [Line Items]
Common Stock, Par or Stated Value Per Share	$ 18
Common Stock, Shares Authorized	4,500,000
Class B common stock [Member]
Nature of Operations [Line Items]
Common Stock, Par or Stated Value Per Share						$ 0.0001			$ 0.0001	$ 0.0001
Common Stock, Value, Issued						$ 575			$ 575	$ 575
Common Stock, Shares Authorized						30,000,000			30,000,000	30,000,000
Class B common stock [Member] | Sponsor And Metric [Member]
Nature of Operations [Line Items]
Common Stock, Par or Stated Value Per Share				$ 0.0001
Common Class A [Member]
Nature of Operations [Line Items]
Common Stock, Par or Stated Value Per Share						$ 0.0001			$ 0.0001	$ 0.0001
Redemption of Class A common stock Shares			18,871,976
Temporary Equity, Par or Stated Value Per Share			$ 0.0001
Temporary Equity, Shares Outstanding			4,128,024			4,128,024			23,000,000	4,128,024
Common Stock, Value, Issued						$ 0			$ 0	$ 0
Common Stock, Shares Authorized						300,000,000			300,000,000	300,000,000
New Calidi Common Stock [Member]
Nature of Operations [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001
Redemption of Class A common stock Shares						2,000,000
Common Stock, Shares Authorized						200,000
Percentage of shares outstanding						10%
Private Placement Warrants [Member]
Nature of Operations [Line Items]
Temporary equity issue price per share				$ 1.5
Class of warrants or rights warrants issued during the period units				3,397,155
IPO [Member]
Nature of Operations [Line Items]
Temporary equity stock issued during period shares new issues				23,000,000	23,000,000
Temporary equity issue price per share				$ 10
Payment to acquire restricted investments					$ 230,000,000
Over-Allotment Option [Member]
Nature of Operations [Line Items]
Temporary equity stock issued during period shares new issues				230,000,000	3,000,000
IPO Including Over allotment [Member]
Nature of Operations [Line Items]
Temporary Equity Stock Issued During Period Value New Issues				$ 5,095,733
Temporary equity issue price per share				$ 10

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Summary of Computation Details of Final Net Income Loss Available to Common Stockholders (Detail) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Accounting Policies [Abstract]
Net (loss) income	$ (2,224,540)	$ 1,462,193	$ 3,386,750	$ 3,530,190
Accretion of temporary equity to redemption value	(453,836)	(18,771)	(31,641,174)	(2,458,852)
Net income (loss) including accretion of temporary equity to redemption value	$ (2,678,375)	$ 1,443,422	$ (28,254,424)	$ 1,071,338

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Earnings Per Share Basic And Diluted [Line Items]
Allocation of net income (loss) including accretion of temporary equity	$ (2,678,375)	$ 1,443,422	$ (28,254,424)	$ 1,071,338
Common Stock Subject To Possible Redemption [Member] | Common Class A [Member]
Earnings Per Share Basic And Diluted [Line Items]
Allocation of net income (loss) including accretion of temporary equity	(1,119,293)	1,154,738	(22,485,584)	808,358
Plus: Accretion applicable to Class A redeemable shares	453,836	18,771	31,641,174	2,458,852
Total income (loss) by Class	$ (665,457)	$ 1,173,509	$ 9,155,590	$ 3,267,210
Weighted average number of shares, Basic	4,128,024	23,000,000	8,890,071	17,674,483
Weighted average number of shares, Diluted	4,128,024	23,000,000	8,890,071	17,674,483
Earnings Per Share, Basic	$ (0.16)	$ 0.05	$ 1.03	$ 0.18
Earnings Per Share, Diluted	$ (0.16)	$ 0.05	$ 1.03	$ 0.18
Common Stock Subject To Possible Redemption [Member] | Common Class B [Member]
Earnings Per Share Basic And Diluted [Line Items]
Allocation of net income (loss) including accretion of temporary equity	$ (1,559,083)	$ 288,684	$ (5,768,840)	$ 262,980
Plus: Accretion applicable to Class A redeemable shares	0			0
Total income (loss) by Class	$ 1,559,083	$ 288,684	$ (5,768,840)	$ 262,980
Weighted average number of shares, Basic	5,750,000	5,750,000	5,750,000	5,750,000
Weighted average number of shares, Diluted	5,750,000	5,750,000	5,750,000	5,750,000
Earnings Per Share, Basic	$ (0.27)	$ 0.05	$ (1)	$ 0.05
Earnings Per Share, Diluted	$ (0.27)	$ 0.05	$ (1)	$ 0.05

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)					3 Months Ended			9 Months Ended	12 Months Ended
	Sep. 19, 2022	Sep. 30, 2021	Sep. 14, 2021	Sep. 09, 2021	Mar. 31, 2023	Mar. 14, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Accounting Policies [Line Items]
Accretion of Class A common stock to redemption value								$ 31,636,390
Payments to Acquire Restricted Investments			$ 230,000,000		$ 425,850	$ 415,626	$ 0	230,000,000	$ 2,324,312
Minimum Time Limit To Complete Business Combination From The Date Of Initial Public Offer		15 months
Percentage Of Public Shares To Be Redeemed In Case Business Combination Does Not Occur					100%				100%
Aggregate Transaction Costs			22,517,064
Stock Underwriting Expenses			2,335,058
Deferred Underwriting Fees Payable					$ 8,050,000				$ 8,050,000
Other Offering Costs			640,129	$ 640,129
Excess Fair Value Of Shares Held By Related Party			11,491,877
Unrecognized Tax Benefits					0			0	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued					0			0	0
Cash, FDIC Insured Amount					250,000				250,000
Cash Equivalents, at Carrying Value					0			0	0
Cash					82,828			1,062,653	93,892
Accretion of temporary equity to redemption value					(453,836)		$ (18,771)	(31,641,174)	(2,458,852)
Cash Held in Trust Account					42,906,943			230,004,784	42,453,107
Previously Reported [Member]
Accounting Policies [Line Items]
Minimum Time Limit To Complete Business Combination From The Date Of Initial Public Offer		12 months
Common Class A [Member]
Accounting Policies [Line Items]
Accretion of Class A common stock to redemption value					$ 453,836			$ 31,641,174	$ 2,458,852
Temporary Equity, Shares Outstanding	4,128,024				4,128,024			23,000,000	4,128,024
Accretion of temporary equity to redemption value					$ 42,906,943			$ 230,004,784	$ 42,453,107
Redemption of Class A common stock ,Shares	18,871,976
Redemption of Class A common stock Value	$ 190,010,529
Additional Paid-in Capital [Member]
Accounting Policies [Line Items]
Accretion of Class A common stock to redemption value								13,567,035
Aggregate Transaction Costs			21,527,389
Additional Paid-in Capital [Member] | Previously Reported [Member]
Accounting Policies [Line Items]
Aggregate Transaction Costs			21,527,390
Retained Earnings [Member]
Accounting Policies [Line Items]
Accretion of Class A common stock to redemption value								$ 18,069,355
Aggregate Transaction Costs			$ 989,674

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - USD ($)			3 Months Ended			9 Months Ended	12 Months Ended
	Sep. 14, 2021	Sep. 09, 2021	Mar. 31, 2023	Mar. 14, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Disclosure Of Initial Public Offering [Line Items]
Payment to acquire restricted investments	$ 230,000,000		$ 425,850	$ 415,626	$ 0	$ 230,000,000	$ 2,324,312
Cash set aside from the trust account for meeting stock issuance costs			2,081,180				2,081,180
Aggregate Transaction Costs	22,517,064
Payment of underwriting discount	2,335,058
Deferred underwriting fees payable			$ 8,050,000				$ 8,050,000
Other offering costs	640,129	$ 640,129
Excess fair value of shares held by related party	$ 11,491,877
Public Warrants [Member]
Disclosure Of Initial Public Offering [Line Items]
Class of warrant or right, exercise price of warrants or rights		$ 11.5
IPO [Member]
Disclosure Of Initial Public Offering [Line Items]
Temporary equity stock issued during period shares new issues	23,000,000	23,000,000
Temporary equity issue price per share	$ 10
Payment to acquire restricted investments		$ 230,000,000
Aggregate Transaction Costs		22,517,064
Excess fair value of shares held by related party		$ 11,491,877
Over-Allotment Option [Member]
Disclosure Of Initial Public Offering [Line Items]
Temporary equity stock issued during period shares new issues	230,000,000	3,000,000
IPO Including Overallotement [Member]
Disclosure Of Initial Public Offering [Line Items]
Temporary equity issue price per share		$ 10

Private Placement - Additional

Private Placement - Additional Information (Detail) - USD ($)		9 Months Ended
	Sep. 14, 2021	Dec. 31, 2021	Mar. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Proceeds from sale of warrants		$ 5,095,733
Private Placement Warrants [Member]
Class of Stock [Line Items]
Class of warrant or right, exercise price of warrants or rights			$ 11.5	$ 11.5
Class of warrants or rights warrants issued during the period units	3,397,155
Class of warrants or rights issued issue price per unit	$ 1.5
Proceeds from sale of warrants	$ 5,095,733
Common Class A [Member] | Private Placement Warrants [Member]
Class of Stock [Line Items]
Number of Securities Called by Each Warrant or Right			1	1

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)								1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022	Sep. 14, 2021	Sep. 13, 2021	Aug. 21, 2021	Mar. 24, 2021	Sep. 30, 2022	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2022	Sep. 13, 2022	Mar. 31, 2021
Related Party Transaction [Line Items]
Proceeds from Related Party Debt									$ 222,500	$ 188,804	$ 1,257,500
Fair value of consulting services recognized as financing expense								$ 360,000
Interest Payable, Current	$ 73,158		$ 7,719						73,158	0	7,719
Derivative Liability, Current	$ 134,269		32,865						134,269	$ 0	32,865
Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount		$ 990,000	$ 905,000								905,000
Promissory Note [Member] | Interest Rate At Fifty Percent [Member]
Related Party Transaction [Line Items]
Debt Instrument Percentage Of Accrued Interest	50%	50%	50%
Interest Payable, Current	$ 73,158		$ 7,719						73,158		7,719
Promissory Note [Member] | Interest Rate At Hundred Percent [Member]
Related Party Transaction [Line Items]
Debt Instrument Percentage Of Accrued Interest	100%	100%	100%
Cumulative Amount Drawn	$ 990,000		$ 767,500						990,000		767,500
Derivative Liability, Current	$ 134,269		$ 32,865						$ 134,269		$ 32,865
Common Class A [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues						5,000,000
Founder Shares [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Percentage of common stock issued and outstanding							20%
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount													$ 300,000
Proceeds from Related Party Debt				$ 188,804
Sponsor [Member] | Extension Loans [Member]
Related Party Transaction [Line Items]
Debt instrument, Convertible, Conversion price	$ 1.5								$ 1.5
Maximum borrowing capacity	$ 4,600,000								$ 4,600,000
Sponsor [Member] | Share Price more than or Equals to USD Twelve [Member] | Common Class A [Member]
Related Party Transaction [Line Items]
Share Transfer, Trigger Price Per Share	$ 12		$ 12						$ 12		$ 12
Number of Consecutive Trading Days For Determining Share Price										20 days
Number of Trading Days for Determining Share Price										30 days
Threshold Number of Trading Days For Determining Share Price From Date of Business Combination							120 days
Sponsor [Member] | Founder Shares [Member] | Two Third Party Investors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services								850,000
Sponsor [Member] | Founder Shares [Member] | Common Class B [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Value, Issued for Services							$ 5,750,000
Stock Issued During Period, Shares, New Issues							25,000
Sponsor [Member] | Working Capital Loan [Member]
Related Party Transaction [Line Items]
Due to Related Parties, Current			$ 0							$ 0	$ 0
Debt instrument, Convertible, Carrying amount of equity component			$ 1,500,000								$ 1,500,000
Debt instrument, Convertible, Conversion price			$ 1.5								$ 1.5
Bank Overdrafts			$ 0							$ 0	$ 0
Sponsor [Member] | Administrative and Support Services [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction					$ 10,000
Anchor investor [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services							1,452,654
Sponsor And Metric [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount												$ 490,000
Due to Related Parties, Current	$ 490,000		$ 490,000						$ 490,000		$ 490,000

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - USD ($)	Sep. 19, 2022	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized		1,000,000	1,000,000	1,000,000
Preferred Stock, Shares Issued		0	0	0
Preferred Stock, Shares Outstanding		0	0	0
Common Stock, Shares, Issued			4,128,024	23,000,000
Common Stock, Shares, Outstanding			4,128,024	23,000,000
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized		300,000,000	300,000,000	300,000,000
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued		0	0	0
Common Stock, Shares, Outstanding		0	0	0
Temporary Equity Stock Redeemed During The Period Shares	18,871,976
Temporary Equity Stock Redeemed During The Period Value	$ 190,010,529
Temporary Equity, Shares Outstanding	4,128,024	4,128,024	4,128,024	23,000,000
Temporary Equity, Redemption Price Per Share			$ 10
Temporary Equity, Shares Issued		23,000,000	23,000,000	23,000,000
Common Class A [Member] | Founder Shares [Member]
Class of Stock [Line Items]
Common Stock, Threshold Percentage on Conversion of Shares		20%	20%
Common Class A [Member] | Common Stock [Member]
Class of Stock [Line Items]
Temporary Equity Stock Redeemed During The Period Shares	18,871,976
Temporary Equity Stock Redeemed During The Period Value	$ 190,010,529
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized		30,000,000	30,000,000	30,000,000
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued		5,750,000	5,750,000	5,750,000
Common Stock, Shares, Outstanding		5,750,000	5,750,000	5,750,000

Warrants - Additional Informati

Warrants - Additional Information (Detail) - $ / shares				3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2021	Mar. 31, 2023	Dec. 31, 2021	Sep. 09, 2021	Aug. 21, 2021
IPO [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	14,897,155	14,897,155		14,897,155
Share Price Equal or Less Nine point Two Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value	115%	115%		115%
Common Class A [Member]
Class of Warrant or Right [Line Items]
Share Price							$ 10
Common Class A [Member] | Share Price Equal or Less Ten Point Zero Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value	180%	180%		180%
Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 9.2	$ 9.2		$ 9.2
Minimum Percentage Gross Proceeds Required from Issuance of Equity	60%	60%		60%
Class of Warrant or Right Minimum Notice Period for Redemption	20 days	20 days
Minimum [Member] | Common Class A [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 10	$ 10		$ 10
Maximum [Member] | Common Class A [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 18	$ 18		$ 18
Public Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants Exercisable Term from the Date of Completion of Business Combination			30 days
Warrants Exercisable Term from the Closing of IPO			12 months
Minimum Lock in Period for SEC Registration from Date of Business Combination			15 days
Minimum Lock in Period to Become Effective After the Closing of the initial Business Combination			60 days
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 11.5
Minimum Lock in Period for Transfer, Assign or Sell Warrants After Completion of IPO	30 days	30 days
Public Warrants [Member] | IPO [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	11,500,000	11,500,000		11,500,000
Redemption of Warrants [Member] | Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Share Price	$ 18	$ 18		$ 18	$ 18
Number of Consecutive Trading Days for Determining Share Price		20 days		20 days
Number of Trading Days for Determining Share Price		30 days		30 days
Class of Warrants, Redemption Price Per Unit	$ 0.01	$ 0.01
Class of Warrants, Redemption Notice Period	30 days	30 days
Redemption of Warrants [Member] | Common Class A [Member] | Share Price Equal or Less Ten Point Zero Rupees Per Dollar [Member]
Class of Warrant or Right [Line Items]
Share Price	$ 10	$ 10		$ 10
Class of Warrants, Redemption Price Per Unit		$ 0.1		$ 0.1
Class of Warrants, Redemption Notice Period		30 days		30 days
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5	$ 11.5		$ 11.5
Private Placement Warrants [Member] | IPO [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	3,397,155	3,397,155		3,397,155

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)						12 Months Ended
	Dec. 06, 2022	Dec. 31, 2021	Sep. 30, 2021	Sep. 14, 2021	Aug. 21, 2021	Dec. 31, 2022	Mar. 31, 2023
Shares, Issued				1
Stock Conversion Basis				one-half of one Public Warrant
Payment Of Underwriting Discount				$ 2,335,058
Deferred Underwriting Fees Payable						$ 8,050,000	$ 8,050,000
Waiver of deferred underwriter fee payable	$ 8,050,000					8,050,000
Forward Purchase Agreement [Member]
Number of Securities Called by Each Warrant or Right					2,500,000
Underwriters Agreement [Member]
Deferred Underwriting Fees Payable						0	0
Underwriters Agreement [Member] | Over-Allotment Option [Member]
Deferred Underwriting Commission Per Unit | $ / shares			$ 0.35
Deferred Underwriting Commissions Noncurrent						$ 8,050,000	$ 8,050,000
Stock Issued During Period, Shares, New Issues			3,000,000
Option vesting period		45 days
Payment Of Underwriting Discount			$ 2,335,058
Common Class A [Member]
Stock Issued During Period, Shares, New Issues					5,000,000
Shares, Issued					1
Shares Issued, Price Per Share					$ 11.5
Stock Issued During Period, Value, New Issues					$ 50,000,000
Share Price					$ 10
Stock Conversion Basis					one-half of one warrant

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail) - USD ($)	Sep. 14, 2021	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Shares, Issued	1
Stock Conversion Basis	one-half of one Public Warrant
Warrant liability		$ 656,500	$ 745,000	$ 7,469,150

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - Warrant [Member] - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Contingent Interest Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities beginning balance	$ 32,865	$ 0	$ 0	$ 0
Initial fair value			0	32,865
Change in fair value	101,404	0	0
Derivative liabilities ending balance	134,269	0	0	32,865
Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	359,099	2,239,184	0	2,239,184
Initial fair value			13,154,000	32,865
Change in fair value	655,847	(359,980)	(5,163,666)	(1,602,950)
Transfer of warrants			(5,751,150)	(310,000)
Ending Balance	1,014,946	1,879,204	2,239,184	359,099
Fair Value, Inputs, Level 3 [Member] | Contingent Interest Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	32,865	0	0	0
Initial fair value			0	32,865
Change in fair value	101,404	0	0
Transfer of warrants			0
Ending Balance	134,269	0	0	32,865
Public Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities beginning balance	575,000	5,751,150	0	5,751,150
Initial fair value			10,109,000
Change in fair value	(57,500)	(1,612,300)	(4,357,850)	(5,176,150)
Derivative liabilities ending balance	517,500	4,138,850	5,751,150	575,000
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	0	0	0
Initial fair value			10,109,000
Change in fair value			(4,357,850)
Transfer of warrants			(5,751,150)
Ending Balance			0	0
Private Placement Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities beginning balance	170,000	1,718,000	0	1,718,000
Initial fair value			3,014,000
Change in fair value	(31,000)	(482,000)	(1,296,000)	(1,548,000)
Derivative liabilities ending balance	139,000	1,236,000	1,718,000	170,000
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	0	1,718,000	0	1,718,000
Initial fair value			3,014,000
Change in fair value		(482,000)	(1,296,000)	(1,408,000)
Transfer of warrants			0	(310,000)
Ending Balance		1,236,000	1,718,000	0
Forward Purchase Units [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liabilities beginning balance	326,234	521,184	0	521,184
Initial fair value			31,000
Change in fair value	554,443	122,020	490,184	(194,950)
Derivative liabilities ending balance	880,677	643,204	521,184	326,234
Forward Purchase Units [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	326,234	521,184	0	521,184
Initial fair value			31,000
Change in fair value	554,443	122,020	490,184	(194,950)
Transfer of warrants			0
Ending Balance	$ 880,677	$ 643,204	$ 521,184	$ 326,234

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	$ 517,500	$ 575,000	$ 5,751,150
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities held in trust account	42,906,943	42,453,107	230,004,784
Fair Value, Inputs, Level 2 [Member] | Private Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	139,000	170,000
Fair Value, Inputs, Level 3 [Member] | Contingent Interest Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	134,269	32,865
Fair Value, Inputs, Level 3 [Member] | Private Warrant [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	0	0	1,718,000
Fair Value, Inputs, Level 3 [Member] | Forward Purchase Units [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	$ 880,677	$ 326,234	$ 521,184

Fair Value Measurements - Sum_3

Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.32	10.17	10.1
Measurement Input, Share Price [Member] | Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.27	10.17	9.81
Measurement Input, Exercise Price [Member] | Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	11.5	11.5	11.5
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.79	4.7	0.27
Measurement Input, Risk Free Interest Rate [Member] | Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	3.56	3.94	1.32
Measurement Input, Price Volatility [Member] | Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0	0	9.88
Measurement Input, Expected Term [Member] | Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	5.25	5.5	5.69
Measurement Input Warrant to Buy Share [Member] | Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.04	0.05	0.51
Measurement Input, Dividend Rate [Member] | Private Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.04	0	0

Fair Value Measurements - Sum_4

Fair Value Measurements - Summary of Fair Value Measurements Inputs into Formula (Detail)	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Measurement Input Probability of an Acquisition Occurring [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	40	10	85
Measurement Input, Implied Unit price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	10.32	10.17	10.1
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	4.79	4.7	0.27
Measurement Input Time to the Acquisition [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input		0.05	0.69
Measurement Input Time To Expiration [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants and Rights Outstanding, Measurement Input	0.25	0.05

Fair Value Measurements - Sum_5

Fair Value Measurements - Summary of Fair Value Measurements Inputs into the Model (Detail) - Contingent Interest Liability	3 Months Ended	12 Months Ended
	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Valuation date	Mar. 31, 2023	Dec. 31, 2022
Inception date	December 1 throughDecember 14, 2022	December 1 through December 14, 2022
Aggregate principal amount	$ 350,000	$ 350,000
Contractual interest	100%	100%
Maturity date	Date of successfulbusiness combination	Date of successful business combination
Estimated business combination date	Jun. 30, 2023	Jun. 30, 2023
Measurement Input Probability of an Acquisition Occurring [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated probability of a business combination / Estimated market yield	0.40	0.10
Measurement Input Estimated market yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated probability of a business combination / Estimated market yield	0.174	0.13

Income Tax - Additional Informa

Income Tax - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Income Tax Disclosure [Line Items]
Change in Valuation Allowance			$ 457,378	$ 1,129,978
Income tax expense benefit	$ 65,475	$ 0	$ 0	$ 346,987
Effective income tax rate	(3.03%)		0%	8.95%
Effective statutory income tax rate	21%		21%	21%
Domestic Tax Authority [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards			$ 152,852	$ 0
State and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards			$ 152,852	$ 0

Income Tax - Schedule of Defer

Income Tax - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Components of Deferred Tax Assets and Liabilities [Abstract]
Capitalized start-up costs	$ 1,588,741	$ 413,817
Unrealized gains on marketable securities	(1,385)	(802)
Charitable contributions	0	5,019
Net operating loss carryforward	0	39,344
Total deferred tax assets	1,587,356	457,378
Valuation allowance	(1,587,356)	(457,378)
Deferred tax assets	$ 0	$ 0

Income Tax - Schedule of Compo

Income Tax - Schedule of Components of Income Tax Expense (Detail) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Current expense (benefit)
Federal				$ 266,104
State				80,883
Deferred expense (benefit)
Federal			$ (373,152)	(921,893)
State			(84,226)	(208,085)
Change in Valuation Allowance			457,378	1,129,978
Income tax provision	$ 65,475	$ 0	$ 0	$ 346,987

Income Tax - Schedule of Effect

Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Detail)	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Statutory federal income tax rate	21%	21%	21%
State taxes, net of federal tax benefit		(2.49%)	(3.72%)
Change in fair value of warrant liabilities		(35.05%)	(36.42%)
Change in valuation allowance		13.50%	29.14%
Change in fair value of forward purchase units		3.04%	(1.06%)
Income tax provision	(3.03%)	0%	8.95%

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)						3 Months Ended	9 Months Ended	12 Months Ended
	Jan. 30, 2023	Jan. 20, 2023	Jan. 09, 2023	Jan. 06, 2023	Jan. 05, 2023	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2022
Subsequent Event [Line Items]
Proceeds from promissory note related party						$ 222,500	$ 188,804	$ 1,257,500
Subsequent Event [Member] | Promissory Note [Member]
Subsequent Event [Line Items]
Proceeds from promissory note related party	$ 50,000	$ 35,000		$ 37,500	$ 100,000
Debt Instrument, Interest Rate	50%	50%		0%	50%
Subsequent Event [Member] | Calidi Biotherapeutics [Member] | Merger Agreement [Member]
Subsequent Event [Line Items]
Proceeds From Merger Related Acquisition Gross			$ 82,000,000
Subsequent Event [Member] | Calidi Biotherapeutics [Member] | Merger Agreement [Member] | Amount In Trust Account [Member]
Subsequent Event [Line Items]
Proceeds From Merger Related Acquisition Gross			42,000,000
Subsequent Event [Member] | Calidi Biotherapeutics [Member] | Merger Agreement [Member] | PIPE Financing [Member]
Subsequent Event [Line Items]
Proceeds From Merger Related Acquisition Gross			$ 40,000,000