Talon 1 Acquisition (TOAC) 10-K 17 Apr 23 2022 FY Annual report Financial data

Cover Page

Cover Page - shares	12 Months Ended
	Dec. 31, 2022	Apr. 14, 2023
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Registrant Name	TALON 1 ACQUISITION CORP.
Entity Central Index Key	0001860482
Current Fiscal Year End Date	--12-31
Document Annual Report	true
Document Transition Report	false
Entity File Number	001-41001
Entity Address, State or Province	FL
Entity Incorporation, State or Country Code	E9
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Address, Address Line One	2333 Ponce de Leon Blvd
Entity Address, Address Line Two	Suite 630
Entity Address, City or Town	Coral Gables
Entity Address, Postal Zip Code	33134
City Area Code	786
Local Phone Number	662-3114
Entity Current Reporting Status	Yes
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Tax Identification Number	98-1598139
ICFR Auditor Attestation Flag	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Houston, TX
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	TOAC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		9,682,608
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,750,000
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	TOACW
Security Exchange Name	NASDAQ
Capital Units [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
Trading Symbol	TOACU
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 92,674	$ 1,090,391
Prepaid expenses and other current assets	315,459	828,996
Total current assets	408,133	1,919,387
Cash and investments held in trust account	239,110,999	235,757,582
Other non-current assets	0	274,845
Total Assets	239,519,132	237,951,814
Current liabilities:
Accounts payable and accrued expenses	741,584	148,907
Due to related parties	2,388	0
Promissory note – related party	0	90,043
Total current liabilities	743,972	238,950
Deferred underwriting compensation	8,050,000	8,050,000
Derivative warrant liabilities	495,000	12,392,500
Total Liabilities	9,288,972	20,681,450
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $10.40 per share as of December 31, 2022 and $10.25 per share at December 31, 2021	239,110,999	235,750,000
Stockholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	0	0
Accumulated deficit	(8,881,414)	(18,480,211)
Total stockholders' deficit	(8,880,839)	(18,479,636)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders' Deficit	239,519,132	237,951,814
Common Class A [Member]
Stockholders' Deficit:
Common stock value	0	0
Common Class B [Member]
Stockholders' Deficit:
Common stock value	$ 575	$ 575

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Shares subject to possible redemption	23,000,000	23,000,000
Temporary Equity, Redemption Price Per Share	$ 10.4	$ 10.25
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	199,000,000	199,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

Statements of Operations

Statements of Operations - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
General and administrative expenses	$ 675,422	$ 3,826,521
Loss from operations	(675,422)	(3,826,521)
Other income (expense):
Offering costs allocated to warrant liabilities	(359,830)	0
Change in fair value of derivative warrant liabilities	555,100	11,897,500
Income earned in marketable securities held in Trust Account	11,749	3,378,417
Total other income, net	207,019	15,275,917
Net income (loss)	$ (468,403)	11,449,396
Common Class A [Member]
Other income (expense):
Net income (loss)		$ 9,159,517
Basic weighted average shares outstanding	23,000,000	23,000,000
Diluted weighted average shares outstanding	23,000,000	23,000,000
Basic net income (loss) per share	$ (0.02)	$ 0.4
Diluted net income (loss) per share	$ (0.02)	$ 0.4
Common Class B [Member]
Other income (expense):
Net income (loss)		$ 2,289,879
Basic weighted average shares outstanding	5,750,000	5,750,000
Diluted weighted average shares outstanding	5,750,000	5,750,000
Basic net income (loss) per share	$ (0.02)	$ 0.4
Diluted net income (loss) per share	$ (0.02)	$ 0.4

Statements of Changes In Shareh

Statements of Changes In Shareholders' Deficit - USD ($)	Total	Ordinary Shares [Member]	Additional Paid- In Capital [Member]	Accumulated Deficit [Member]
Balance Beginning at Apr. 19, 2021	$ 0	$ 0	$ 0	$ 0
Balance Beginning, Shares at Apr. 19, 2021		0
Issuance of Class B Ordinary shares to Sponsor	25,000	$ 575	24,425
Issuance of Class B Ordinary shares to Sponsor, Shares		5,750,000
Stock-based compensation	251,733		251,733
Proceeds from Private Placement Warrants in excess of fair value	6,312,300		6,312,300
Remeasurement of Class A ordinary shares subject to possible redemption value	(24,600,266)		(6,588,458)	(18,011,808)
Net income (loss)	(468,403)			(468,403)
Balance Ending at Dec. 31, 2021	(18,479,636)	$ 575	0	(18,480,211)
Balance Ending, Shares at Dec. 31, 2021		5,750,000
Stock-based compensation	1,510,400		1,510,400
Remeasurement of Class A ordinary shares subject to possible redemption value	(3,360,999)		(1,510,400)	(1,850,599)
Net income (loss)	11,449,396			11,449,396
Balance Ending at Dec. 31, 2022	$ (8,880,839)	$ 575	$ 0	$ (8,881,414)
Balance Ending, Shares at Dec. 31, 2022		5,750,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash Flows Used in Operating Activities:
Net income (loss)	$ (468,403)	$ 11,449,396
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Offering costs allocated to warrant liabilities	359,830	0
Stock-based compensation	251,733	1,510,400
Unrealized change in fair value of derivative warrant liabilities	(555,100)	(11,897,500)
Income earned in marketable securities held in Trust Account	(11,749)	(3,353,417)
Other changes	4,167	0
Changes in operating assets and liabilities:
Other current assets	(828,996)	513,537
Accounts payable and accrued expenses	148,907	592,677
Non-current assets	(274,845)	274,845
Due to related party	0	2,388
Net cash used in operating activities	(1,374,456)	(907,674)
Cash flows from investing activities:
Proceeds deposited in Trust Account	(235,750,000)	0
Net cash used in investing activities	(235,750,000)	0
Cash flows from financing activities:
Proceeds from initial public offering, net of costs	225,400,000	0
Proceeds from private placement	13,250,000	0
Proceeds from sale of common stock to initial shareholders	25,000	0
Payment of deferred offering costs	(550,196)	0
Proceeds from loans from related parties	104,893	0
Repayments of loans from related parties	(14,850)	(90,043)
Net cash (used in) provided by financing activities	238,214,847	(90,043)
Net (decrease) increase in cash	1,090,391	(997,717)
Cash, beginning of period	0	1,090,391
Cash, end of the period	1,090,391	92,674
Supplemental disclosure with respect to cash flows
Initial value of common stock subject to possible redemption	225,400,000	0
Deferred underwriter commissions payable	8,050,000	0
Initial classification of derivative warrant liabilities	12,947,600	0
Change in value of Class A ordinary shares subject to possible redemption	$ 0	$ 3,360,999

Organization, Business Operatio

Organization, Business Operations and Going Concern	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Operations and Going Concern	Note 1 — Organization, Business Operations and Going Concern Talon 1 Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on April 20, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is AVi8 Acquisition LLC, a Delaware limited liability company (the “Sponsor”). The Company commenced operations upon obtaining adequate financial resources through its initial public offering (the “Initial Public Offering”) of 23,000,000 units of the Company, each unit consisting of one Class A ordinary share and one-half The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.25 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants and the sale of forward purchase units, will be held in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide the holders (the “Public Shareholders”) of the Company’s issued and outstanding Class A ordinary shares, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.25 per Public Share). The per-share The Certificate of Incorporation provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial shareholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to shareholder’s rights or pre-initial The Company has until 15 months from the closing of the Initial Public Offering to consummate a Business Combination. Following the approval of the Extension Amendment Proposal and Trust Amendment Proposal at the 2022 Special Meeting of Stockholders, the Company now has the right to extend the Combination Period for an additional nine (9) months, or such earlier date as determined by the Board, from February 8, 2023 to November 8, 2023 (“Extended Combination Period”). Pursuant to the terms of the Company’s second amended and restated memorandum and articles of association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on November 3, 2021, in order to extend the time available for the Company to consummate its initial Business Combination by an additional nine months, the Company’s Sponsor or its affiliates or designees must provide advance notice at least five days prior to the date which is 15 months from the closing of our Initial Public Offering and must deposit into the Trust Account $330,000 ($0.06 per share), on or prior to the date which is 15 months from the closing of our Initial Public Offering. In the event that the Company receives notice from its Sponsor at least five days prior to the deadline to effect the extension, the Company intends to issue a press release announcing such intention at least three days prior to the deadline. In addition, the Company intends to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. However, the Company’s initial shareholders and its affiliates or designees are not obligated to fund the Trust Account to extend the time to consummate a Business Combination. If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (the “Combination Period”) (or 24 months from the closing of the Initial Public Offering if the Company extends the period of time to consummate a Business Combination) the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.25. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.25 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2022, the Company had $92,674 in cash and a working capital deficit of $335,839. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. As of December 31, 2022, the Company had $239,110,999 of cash and investments held in its Trust Account for use in a potential Business Combination. The Company had until February 8, 2023 to complete a business combination, however, the Company has since extended this date until November 8, 2023. If a Business Combination is not consummated by this date, there will be a mandatory liquidation, should a business combination not occur, and potential subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 8, 2023. Risks and Uncertainties On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 COVID-19 COVID-19 COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these audited financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of the financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA includes provisions imposing a 1% excise tax on share repurchases by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the fair market value of the repurchased stock, with certain exceptions. Although the Company was incorporated in the Cayman Islands, there is a possibility that it may acquire a U.S. domestic corporation or engage in a transaction in which a domestic corporation becomes its parent or affiliate. While not free from doubt, absent any further guidance, it is possible that the excise tax will apply to any redemptions of the Company’s shares after December 31, 2022, including redemptions made per-share

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging eriod Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Cash and Investments held in Trust Account As of December 31, 2022 and 2021, all of the assets held in the Trust Account were invested in a money market fund that only invests in U.S. Treasury securities or U.S. Treasury Bills. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. The change in fair value is recorded as income earned on cash and investments held in Trust Account in the accompanying statements of operations. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Offering Costs Associated with Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares 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) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The redemption value of the Class A ordinary shares is remeasured each accounting period to reflect the redemption value as of the balance sheet date with an off set to additional paid-in paid-in The following reflects Class A ordinary shares subject to poss ibl Gross proceeds $ 230,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (12,840,366 ) Proceeds allocated to public warrants (6,009,900 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption to redemption value 24,600,266 Class A ordinary shares subject to possible redemption as of December 31, 2021 235,750,000 Remeasurement of Class A ordinary shares subject to possible redemption to redemption value 3,360,999 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 239,110,999 Net Income (Loss) Per Ordinary Share The Company applies the two-class For the Year ended For the period from Class A ordinary shares Numerator: Allocation of net income (loss) $ 9,159,517 $ (374,722 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 23,000,000 Basic and diluted earnings per share $ 0.40 $ (0.02 ) Class B ordinary shares Numerator: Allocation of net income (loss) $ 2,289,879 $ (93,681 ) Denominator: Basic and diluted Weighted Average shares outstanding 5,750,000 5,750,000 Basic and diluted earnings per share $ 0.40 $ (0.02 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” 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. The Company had no deferred tax assets as of December 31, 2022 and 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of 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 is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, mar ket, or foreig re-assessed Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, includes: • Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets; • Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use. Concentration of Credit Risk The Company’s cash is held on deposit in accounts at a large financial institution in amounts in excess of the Federal Deposit Insurance Corporation, or FDIC, insurance coverage limit of $250,000. At December 31, 2022 and 2021, the Company held $92,674 and $1,090,391 at the bank. The Company has not experienced losses on this account as of December 31, 2022. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s audited financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On November 8, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares, and one-half

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares In April 2021, the Sponsor acquired 5,750,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,750,000 Class B founder shares. Prior to the initial investment in the Company of $25,000 by our Sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. On July 23, 2021, our sponsor transferred, for no consideration, 50,000 founder shares to each of our three independent directors, 10,000 founder shares to each of the two members of the Company’s board of advisors, 50,000 founder shares to Ryan Goepel, our Chief Financial Officer, and 75,000 founder shares to Jeremy Falk, our Chief Operating Officer. The fair value of the founder shares as of the date granted was $ 1,888,000. The founder shares are accounted for as stock-based compensation, amortized on a straight-line basis over the life of the Company, or 15 months. The Class B founder shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial Business Combination, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B founder shares will equal, in the aggregate on an as-converted Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay to the Company’s sponsor a total of $10,000 per month, for up to 15 months for office space, utilities, secretarial support and administrative services. Upon completion of the Company’s initial business combination, the Company will cease paying these monthly fees. Effective March 31, 2022, the Company and Sponsor terminated the agreement and agreed to waive any accrued fees from inceptions. As of December 31, 2022 and 2021, no fees were due to the Sponsor. Employee Compensation The Company has an agreement with three key employees to pay Mr. Falk, Mr. Wegel, and Mr. Goepel $20,000, $5,000, and $2,500 per month, respectively, in respect of services to be provided to us in advance of the completion of our initial Business Combination. The Company prepaid Mr. Goepel and Mr. Wegel their January 2023 compensation in December 2022 resulting in $7,500 being included in prepaid expenses and other current assets as of December 31, 2022 in the accompanying balance sheets. There were Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination by an additional nine months (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Company’s sponsor and its affiliates or designees must deposit into the Trust Account $0.10 per unit for an aggregate of $2,300,000 . Any such payments would be made in the form of a loan. The terms of the loan have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loan. Promissory Note – Related Party On April 30, 2021, the Company entered into a promissory note with the Sponsor, pursuant to which the Company could borrow up to $300,000. Entire principal balance of the note was payable on the earlier of (i) the date on which the Company consummates an initial public offering of its securities or (ii) December 31, 2021. The promissory note does not bear interest and did not require collateral. The Company borrowed a total of $104,893 from inception through December 31, 2021 and repaid $14,850 during the same period. The outstanding balance of the promissory note was $90,043 as of December 31, 2021, which was fully repaid during the twelve months ended December 31, 2022. Due to Related Party As of December 31, 2022 and 2021, the balance was $2,388 and $0, respectively. The entire balance represented expenses paid by the Sponsor and Officers on behalf of the Company. Private Placement Warrants The Sponsor has purchased an aggregate of 13,250,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or approximately $13.25 million in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per ordinary share. A portion of the proceeds from the sale of the private placement warrants to the Sponsor was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The purchasers of the Private Placement Warrants will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2022 and 2021, the Company had $0 in borrowings under the Working Capital Loans.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 — Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), are entitled to registration rights pursuant to a registration rights agreement. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Investment Advisory Agreement On January 20, 2023, the Company entered into an investment advisory agreement with Genaesis, LLC (“Genaesis”) pursuant to which Genaesis will serve as the non-exclusive In the event that the Company consummates a transaction facilitated by Genaesis, Genaesis is entitled to charge appropriate expenses for its services to the Company for placing an announcement and/or press release on their behalf.

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2022
Warrant Liabilities [Abstract]
Warrant liabilities	Note 6 — Warrant Liabilities Public Warrants may only be exercised for a whole number of shares. No fractiona l Pub The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $18.00 • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if the last reported sale price of Class A ordinary shares for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00 • in whole and not in part; • at a price of $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 after receiving notice of redemption but prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • if, and only if the Reference Value equals or exceeds $10.00 per share (as adjusted); and • if, and only if the Reference Value is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The “fair market value” of Class A ordinary shares shall mean the volume-weighted average price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. As of December 31, 2022 and 2021, the Company recognized a $495,000 and $12,392,500, respectively, of derivative warrant liability on its balance sheet. This is a reduction in the derivative warrant liability of $11,897,500 , with the change in fair value reported on the Company’s statements of operations as an unrealized gain for the year ended December 31, 2022. The Company reported a unrealized gain of $ 555,100 for the period from April 20, 2021 (inception) through December 31, 2021.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Stockholders' Deficit	Note 7 — Stockholders’ Deficit Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. Preferred Shares

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value Description Level December 31, December 31, Assets: Cash and investments held in Trust Account 1 $ 239,110,999 $ 235,757,582 Liabilities: Warrant Liability – Public Warrants 1 $ 230,000 $ 5,635,000 Warrant Liability – Private Placement Warrants 3 $ 265,000 $ 6,757,500 The warrants are accounted for as liabilities in accordance with ASC 815-40 The Private Placement Warrants were valued as of December 31, 2022 and December 31, 2021 using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the Warrants is the probability of consummation of the Business Combination. The probability assigned to the consummation of the Business Combination was 2 %, which was estimated based on the observed success rates of business combinations for special purpose acquisition companies. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. As of December 31, 2022 and 2021, the Public Warrants were valued using the level 1 quoted prices in an active market. The public warrants began separately trading on December 30, 2021, and therefore were transferred out of a Level 3 investment into a Level 1 investment. The following table presents the inputs used regarding Level 3 fair value measurements: Input December 31, 2022 December 31, 2021 Risk-free interest rate 3.99 % 1.26 % Expected term (years) 5.24 5.50 Expected volatility 2.00 % 10.00 % Exercise price $ 11.50 $ 11.50 Unit Price (public) $ 10.37 $ 10.09 Unit Price (private) $ 11.50 $ 9.87 The following table presents the quantitative information regarding Level 3 fair value measurements: Private Public Warrant Fair value as of April 20, 2021 (inception) $ — $ — $ — Initial measurement on September 30, 2021 6,937,700 6,009,900 12,947,600 Change in valuation inputs and other assumptions (180,200 ) (374,900 ) (555,100 ) Public warrants transfer to level 1 — (5,635,000 ) (5,635,000 ) Fair value as of December 31, 2021 6,757,500 — 6,757,500 Change in valuation inputs and other assumptions (6,492,500 ) — (6,492,500 ) Fair value as of December 31, 2022 $ 265,000 $ — $ 265,000

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the financial statements, other than as described below. On January 20, 2023, the Company entered into an investment advisory agreement with Genaesis, LLC (“Genaesis”) pursuant to which Genaesis will serve as the non-exclusive % “Success fee” of the capital committed by the Company to the business acquisition. In the event that the Company consummates a transaction facilitated by Genaesis, Genaesis is entitled to charge appropriate expenses for its services to the Company for placing an announcement and/or press release on their behalf. On January 27, 2023, at an extraordinary general meeting (“Extraordinary General Meeting”) of the Company’s stockholders, the Company’s stockholders approved the amendment to the Company’s investment management trust agreement, dated as of November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (the “Trust Agreement Amendment”). Pursuant to the Trust Agreement Amendment, the Company will deposit $330,000 into the Company’s trust account (the “Trust Account”), for each one-month In connection with the Trust Agreement Amendment, AVi8 Acquisition LLC (the “Sponsor”) has agreed to make available to the Company an aggregate amount of up to $4,000,000 pursuant to a promissory note in favor of the Sponsor (the “Note”). The Sponsor may elect to convert up to $1,500,000 of the outstanding principal balance of the Note into warrants to purchase shares of Class A ordinary shares of the Company at a conversion price equal to $1.00 per warrant. The terms of such warrants issued in connection with such conversion shall be identical to the warrants issued to the Sponsor in connection with the Company’s initial public offering that closed on November 8, 2021. The Note does not bear interest. In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts remaining outside of the Company’s trust account, if any. The proceeds of the Note will be used by the Company to deposit additional funds to the trust account in connection with the extension of the amount of time the Company has available to complete a business combination and to fund the Company’s operations. At the Extraordinary General Meeting, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination up to nine (9) times for an additional one (1) month each time from February 8, 2023 to November 8, 2023 (which is 24 months from the closing of the Company’s initial public offering). Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders. At the Extraordinary General Meeting, holders of 24,144,029 ordinary shares, comprised of 18,394,029 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and 5,750,000 Class B ordinary shares, par value $0.0001 per share (together with Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 83.98% of the voting power of the 28,750,000 issued and outstanding ordinary shares of Talon (“Outstanding Shares”) entitled to vote at the Extraordinary General Meeting as of the close of business on January 9, 2023, which was the record date for the Extraordinary General Meeting. In connection with the Extraordinary General Meeting, shareholders elected to redeem an aggregate of 13,317,392 Class A Ordinary Shares at a redemption price of approximately $10.41 per share (the “Redemption”), for an aggregate redemption amount of approximately $138,639,176. Following such redemptions, approximately $100,799,675 remained in the Talon trust account (the “Trust Account”), not including the extension payment of $330,000. At the Extraordinary General Meeting, the Company’s shareholders approved the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to give the Company the right to extend the date by which it has to consummate a business combination from February 8, 2023 up to 9 times for an additional one (1) month each time up to November 8, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering).

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging eriod
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Cash and Investments held in Trust Account	Cash and Investments held in Trust Account As of December 31, 2022 and 2021, all of the assets held in the Trust Account were invested in a money market fund that only invests in U.S. Treasury securities or U.S. Treasury Bills. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. The change in fair value is recorded as income earned on cash and investments held in Trust Account in the accompanying statements of operations.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet.
Offering Costs Associated with Initial Public Offering	Offering Costs Associated with Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares 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) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. The redemption value of the Class A ordinary shares is remeasured each accounting period to reflect the redemption value as of the balance sheet date with an off set to additional paid-in paid-in The following reflects Class A ordinary shares subject to poss ibl Gross proceeds $ 230,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (12,840,366 ) Proceeds allocated to public warrants (6,009,900 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption to redemption value 24,600,266 Class A ordinary shares subject to possible redemption as of December 31, 2021 235,750,000 Remeasurement of Class A ordinary shares subject to possible redemption to redemption value 3,360,999 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 239,110,999
Net Income (Loss) Per Ordinary Share	Net Income (Loss) Per Ordinary Share The Company applies the two-class For the Year ended For the period from Class A ordinary shares Numerator: Allocation of net income (loss) $ 9,159,517 $ (374,722 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 23,000,000 Basic and diluted earnings per share $ 0.40 $ (0.02 ) Class B ordinary shares Numerator: Allocation of net income (loss) $ 2,289,879 $ (93,681 ) Denominator: Basic and diluted Weighted Average shares outstanding 5,750,000 5,750,000 Basic and diluted earnings per share $ 0.40 $ (0.02 )
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” 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. The Company had no deferred tax assets as of December 31, 2022 and 2021. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of 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 is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Derivatives Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, mar ket, or foreig re-assessed
Value of Financial Instruments	Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, includes: • Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets; • Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and • Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use.
Concentration of Credit Risk	Concentration of Credit Risk The Company’s cash is held on deposit in accounts at a large financial institution in amounts in excess of the Federal Deposit Insurance Corporation, or FDIC, insurance coverage limit of $250,000. At December 31, 2022 and 2021, the Company held $92,674 and $1,090,391 at the bank. The Company has not experienced losses on this account as of December 31, 2022.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s audited financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Temporary Equity	The following reflects Class A ordinary shares subject to poss ibl Gross proceeds $ 230,000,000 Less: Offering costs allocated to Class A ordinary shares subject to possible redemption (12,840,366 ) Proceeds allocated to public warrants (6,009,900 ) Plus: Remeasurement of Class A ordinary shares subject to possible redemption to redemption value 24,600,266 Class A ordinary shares subject to possible redemption as of December 31, 2021 235,750,000 Remeasurement of Class A ordinary shares subject to possible redemption to redemption value 3,360,999 Class A ordinary shares subject to possible redemption as of December 31, 2022 $ 239,110,999
Reconciliation of Net Loss Per Ordinary Share	As a result, diluted income per share is the same as basic income per share for the periods presented. For the Year ended For the period from Class A ordinary shares Numerator: Allocation of net income (loss) $ 9,159,517 $ (374,722 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 23,000,000 Basic and diluted earnings per share $ 0.40 $ (0.02 ) Class B ordinary shares Numerator: Allocation of net income (loss) $ 2,289,879 $ (93,681 ) Denominator: Basic and diluted Weighted Average shares outstanding 5,750,000 5,750,000 Basic and diluted earnings per share $ 0.40 $ (0.02 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value Description Level December 31, December 31, Assets: Cash and investments held in Trust Account 1 $ 239,110,999 $ 235,757,582 Liabilities: Warrant Liability – Public Warrants 1 $ 230,000 $ 5,635,000 Warrant Liability – Private Placement Warrants 3 $ 265,000 $ 6,757,500
Summary of Fair Value Measurements	The following table presents the inputs used regarding Level 3 fair value measurements: Input December 31, 2022 December 31, 2021 Risk-free interest rate 3.99 % 1.26 % Expected term (years) 5.24 5.50 Expected volatility 2.00 % 10.00 % Exercise price $ 11.50 $ 11.50 Unit Price (public) $ 10.37 $ 10.09 Unit Price (private) $ 11.50 $ 9.87
Summary fair value of Level 3 warrant liabilities	The following table presents the quantitative information regarding Level 3 fair value measurements: Private Public Warrant Fair value as of April 20, 2021 (inception) $ — $ — $ — Initial measurement on September 30, 2021 6,937,700 6,009,900 12,947,600 Change in valuation inputs and other assumptions (180,200 ) (374,900 ) (555,100 ) Public warrants transfer to level 1 — (5,635,000 ) (5,635,000 ) Fair value as of December 31, 2021 6,757,500 — 6,757,500 Change in valuation inputs and other assumptions (6,492,500 ) — (6,492,500 ) Fair value as of December 31, 2022 $ 265,000 $ — $ 265,000

Organization, Business Operat_2

Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($)		8 Months Ended	12 Months Ended
	Nov. 08, 2021	Dec. 31, 2021	Dec. 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Company incorporation date of incorporation			Apr. 20, 2021
Cash		$ 1,090,391	$ 92,674
Prospective assets of acquiree as a percentage of fair value of assets in the trust account			80%
Term of restricted investments			180 days
Per share value of restricted asset			$ 10.25
Percentage of public shares to be redeemed in case business combination is not consummated			100%
Period within which business combination shall be consummated from the consummation of initial public offer			15 months
Expenses payable on dissolution			$ 100,000
working capital			335,839
Assets Held-in-trust			$ 235,750,000
Share Price			$ 0.1
Cash deposited in Trust Account per Unit			$ 10.25
Modified Period within which business combination shall be consummated from the consummation of initial public offer			24 months
Flow from BS		235,757,582	$ 239,110,999
Proceeds from the issuance of common stock		$ 25,000	0
Payments of Stock Issuance Costs			$ 3,826,521
Percentage of excise tax on shares repurchased			1%
Other Investee [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Equity method investment ownership percentage			50%
Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Minimum notice period to be given to the holders of Proposed Public Offering			15 months
Additional notice period to be given to the holders of Proposed Public Offering			9 months
Advance notice period to be given to the holders of Proposed Public Offering			5 days
From The Completion Of Initial Public Offer [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Minimum notice period to be given to the holders of Proposed Public Offering			15 days
Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Share Price			$ 18
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares			23,000,000
Assets Held-in-trust			$ 330,000
Share Price			$ 0.06
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Sale of stock issue price per share			$ 10
Class of warrants or rights warrants issued during the period units			13,250,000
Assets Held-in-trust			$ 2,300,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights warrants issued during the period units			13,250,000
Class A Ordinary Shares [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock par or stated value per share		$ 0.0001	$ 0.0001
Class A Ordinary Shares [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Proceeds from the issuance of common stock			$ 238,650,000
Class A Ordinary Shares [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during the period shares	23,000,000
Class of warrants or rights number of shares called by each warrant or right	1		1
Sale of stock issue price per share	$ 10

Significant Accounting Polici_4

Significant Accounting Policies - Summary of Temporary Equity (Detail) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Financing Receivable, Impaired [Line Items]
Class A ordinary shares subject to possible redemption	$ 235,750,000	$ 239,110,999
Class A Common Stock Subject To Possible Redemption [Member]
Financing Receivable, Impaired [Line Items]
Gross proceeds	230,000,000
Offering costs allocated to Class A ordinary shares subject to possible redemption	(12,840,366)
Proceeds allocated to public warrants	(6,009,900)
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value	24,600,266	3,360,999
Class A ordinary shares subject to possible redemption	$ 235,750,000	$ 239,110,999

Significant Accounting Polici_5

Significant Accounting Policies - Reconciliation Of Net Loss Per Ordinary Share (Detail) - USD ($)	5 Months Ended	8 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2022
Basic and diluted net loss per ordinary share
Allocation of net income (loss)		$ (468,403)	$ 11,449,396
Class A Ordinary Shares [Member]
Basic and diluted net loss per ordinary share
Allocation of net income (loss)	$ (374,722)		$ 9,159,517
Basic weighted average shares outstanding	23,000,000	23,000,000	23,000,000
Diluted weighted average shares outstanding	23,000,000	23,000,000	23,000,000
Basic earnings per share	$ (0.02)	$ (0.02)	$ 0.4
Diluted earnings per share	$ (0.02)	$ (0.02)	$ 0.4
Class B Ordinary SharesClass A Ordinary Shares [Member]
Basic and diluted net loss per ordinary share
Allocation of net income (loss)	$ (93,681)		$ 2,289,879
Basic weighted average shares outstanding	5,750,000	5,750,000	5,750,000
Diluted weighted average shares outstanding	5,750,000	5,750,000	5,750,000
Basic earnings per share	$ (0.02)	$ (0.02)	$ 0.4
Diluted earnings per share	$ (0.02)	$ (0.02)	$ 0.4

Significant Accounting Polici_6

Significant Accounting Policies - Additional Information (Detail) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Accounting Policies [Line Items]
Cash Equivalents	$ 0	$ 0
Cash, FDIC Insured Amount		250,000
Unrecognized tax benefits		0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense		0
Income tax provision		0
Derivative warrant liabilities	12,392,500	495,000
Unrealized Gain loss on derivatives	555,100	11,897,500
Cash	1,090,391	92,674
Offering costs		13,200,196
Stock based compensation	$ 251,733	$ 1,510,400

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - IPO [Member] - $ / shares		12 Months Ended
	Nov. 08, 2021	Dec. 31, 2022
Class of Stock [Line Items]
Stock issued during the period shares		23,000,000
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Stock issued during the period shares	23,000,000
Class of warrants or rights number of shares called by each warrant or right	1	1
Class of warrants or rights exercise price per share	$ 11.5
Sale of stock issue price per share	$ 10

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)			8 Months Ended	12 Months Ended
	Jul. 23, 2021 USD ($) boardofadvisornominees shares	Apr. 30, 2021 USD ($) shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2022 USD ($) boardofadvisornominees $ / shares shares
Related Party Transaction [Line Items]
Stock shares issued during the period for services value			$ 25,000
Share Price | $ / shares				$ 0.1
Working capital loans convertible into equity warrants				$ 1,500,000
Debt instrument conversion price per share | $ / shares				$ 1
Assets Held-in-trust				$ 235,750,000
Temporary equity redemption price per share | $ / shares			$ 10.25	$ 10.4
Fair value of shares				$ 1,888,000
Due to related party			$ 0	2,388
Prepaid expenses and other current assets			$ 828,996	$ 315,459
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Share Price | $ / shares				$ 18
Class of warrants or rights warrants issued issue price per warrant | $ / shares				$ 1
Minimum notice period to be given to the holders of warrants				30 days
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Assets Held-in-trust				$ 2,300,000
Class of warrants or rights warrants issued during the period units | shares				13,250,000
Over-Allotment Option [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants or rights warrants issued during the period units | shares				13,250,000
Proceeds from the issuance of warrants				$ 13,250,000
Additional Time given for Completion of Business Combination [Member]
Related Party Transaction [Line Items]
Total notice period to be given to the holders of Proposed Public Offering			24 months
Additional notice period to be given to the holders of Proposed Public Offering				9 months
Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value				$ 104,893
Repayments of Debt				14,850
Long-term Debt			$ 90,043	90,043
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Related party transaction fees payable per month				$ 10,000
Related party transaction modified period				15 months
Employee Compensation [Member]
Related Party Transaction [Line Items]
Prepaid expenses			0
Employee Compensation [Member] | Key Employees [Member]
Related Party Transaction [Line Items]
Number of members | boardofadvisornominees				3
Sponsor [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period for services shares | shares		5,750,000
Stock shares issued during the period for services value	$ 0	$ 25,000
Equity Method Investments		$ 25,000
Additional notice period to be given to the holders of Proposed Public Offering				9 months
Due to the Sponsor			$ 0	$ 0
Sponsor [Member] | Director [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period for services shares | shares	50,000
Number of members | boardofadvisornominees	3
Sponsor [Member] | Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period for services shares | shares	50,000
Stock shares issued during the period for services value	$ 75,000
Sponsor [Member] | Board of Advisor [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period for services shares | shares	10,000
Number of members | boardofadvisornominees	2
Sponsor [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Debt instrument face value				$ 300,000
Debt Instrument, Interest Rate, Stated Percentage				0%
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Bank overdrafts				$ 0
Mr.falk [Member] | Employee Compensation [Member] | Key Employees [Member]
Related Party Transaction [Line Items]
Related party transaction fees payable per month				20,000
Mr. Wegel [Member] | Employee Compensation [Member] | Key Employees [Member]
Related Party Transaction [Line Items]
Related party transaction fees payable per month				5,000
Mr. Goepel [Member] | Employee Compensation [Member] | Key Employees [Member]
Related Party Transaction [Line Items]
Related party transaction fees payable per month				2,500
Mr.Goepel and Mr.Wegel [Member] | Employee Compensation [Member]
Related Party Transaction [Line Items]
Prepaid expenses and other current assets				$ 7,500
Common Class A [Member] | Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Class of warrants or rights exercise price per share | $ / shares				$ 11.5
Temporary equity redemption price per share | $ / shares				$ 10
Class B Founder shares [Member]
Related Party Transaction [Line Items]
Common Stock, Conversion Basis			15
Class B Founder shares [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Stock shares issued during the period for services shares | shares		5,750,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)		12 Months Ended
	Jan. 20, 2023	Dec. 31, 2022
Other Commitments [Line Items]
Underwriting discount per share		$ 0.2
Deferred underwriting discount per share		$ 0.35
Over-Allotment Option [Member]
Other Commitments [Line Items]
Payment of underwriting discount		$ 4,600,000
Deferred underwriting commission		$ 8,050,000
Investment Advisory Agreement [Member] | Subsequent Event [Member]
Other Commitments [Line Items]
Success fee rate	1%

Warrant Liabilities - Additiona

Warrant Liabilities - Additional Information (Detail) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Warrant Liability [Line Items]
Period after which the warrants are exercisable		30 days
Number of days after consummation of business combination within which the securities shall be registered		15 days
Number of days after which business combination within which securities registration shall be effective		60 days
Share price		$ 0.1
Changes in fair value of financial liabilities recorded in earnings	$ 555,100	$ 11,897,500
Warrant liabilities	12,392,500	495,000
Unrealized gain on derivatives	$ 555,100	$ 11,897,500
Private Placement Warrants [Member]
Warrant Liability [Line Items]
Minimum notice period to be given to the holders of warrants		30 days
Share price		$ 18
Public Warrants [Member]
Warrant Liability [Line Items]
Class of warrants or rights redemption price per unit		$ 0.01
Minimum notice period to be given to the holders of warrants		30 days
Public Warrants [Member] | Class A ordinary shares [Member]
Warrant Liability [Line Items]
Number of trading days for determining the share price		20 days
Number of consecutive trading days for determining the share price		30 days
Number Of Securities Called By Each Warrant Or Right		0.361
Public Warrants [Member] | Class A ordinary shares [Member] | Warrants And Rights Subject To Mandatory Redemption Two [Member]
Warrant Liability [Line Items]
Class of warrants or rights redemption price per unit		$ 0.1
Minimum notice period to be given to the holders of warrants		30 days
Share price		$ 10
Trading day period to calculate volume weighted average trading price following notice of redemption		10 days
From The Completion Of Business Combination [Member] | Public Warrants [Member]
Warrant Liability [Line Items]
Period after which the warrants are exercisable		30 days
From The Completion Of Initial Public Offer [Member] | Private Placement Warrants [Member]
Warrant Liability [Line Items]
Period after which the warrants are exercisable		12 months

Stockholders' Deficit - Additio

Stockholders' Deficit - Additional Information (Detail) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Temporary equity shares outstanding	23,000,000	23,000,000
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	800,000,000	800,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class A Ordinary Shares [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized	800,000,000
Common stock, par value	$ 0.0001
Common stock, shares issued	0
Common stock, shares outstanding	0
Temporary equity shares outstanding	23,000,000
Class B Ordinary SharesClass A Ordinary Shares [Member]
Class of Stock [Line Items]
Common stock, shares authorized	199,000,000	199,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000
Class B Ordinary SharesClass A Ordinary Shares [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized	199,000,000
Common stock, par value	$ 0.0001
Common stock, shares issued	5,750,000
Common stock, shares outstanding	5,750,000

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash and investments held in Trust Account	$ 235,750,000
Level 1 [Member]
Assets:
Cash and investments held in Trust Account	239,110,999	$ 235,757,582
Public Warrants [Member] | Level 1 [Member]
Liabilities:
Derivative Liability	230,000	5,635,000
Private Placement Warrant Liabilities [Member] | Level 3 [Member]
Liabilities:
Derivative Liability	$ 265,000	$ 6,757,500

Fair Value Measurements - Sum_2

Fair Value Measurements - Summary Fair Value of Level 3 Warrant Liabilities (Detail) - USD ($)	8 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Private Placement Warrant [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning balance	$ 0	$ 6,757,500
Initial measurement on September 30, 2021	6,937,700
Public warrants transfer to level 1	0
Change in valuation inputs and other assumptions	(180,200)	(6,492,500)
Fair value, Ending balance	6,757,500	265,000
Public Warrant [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning balance	0	0
Initial measurement on September 30, 2021	6,009,900
Public warrants transfer to level 1	(5,635,000)
Change in valuation inputs and other assumptions	(374,900)	0
Fair value, Ending balance	0	0
Warrant Liabilities [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair value, Beginning balance	0	6,757,500
Initial measurement on September 30, 2021	12,947,600
Public warrants transfer to level 1	(5,635,000)
Change in valuation inputs and other assumptions	(555,100)	(6,492,500)
Fair value, Ending balance	$ 6,757,500	$ 265,000

Fair Value Measurements - Summ

Fair Value Measurements - Summary of Fair Value Measurements (Detail) - Fair Value, Inputs, Level 3 [Member]	Dec. 31, 2022 yr	Dec. 31, 2021 yr
Risk-free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	3.99	1.26
Expected term (years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	5.24	5.5
Expected volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	2	10
Exercise price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	11.5	11.5
Unit Price (public) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	10.37	10.09
Unit Price (private) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability measurement input	11.5	9.87

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Percentage of probability assigned to the consummation of business combination	2%

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($)	Jan. 20, 2023	Jan. 27, 2023	Jan. 09, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Assets Held-in-trust				$ 235,750,000
Conversion price				$ 1
Aggregate redemption amount				23,000,000	23,000,000
Temporary equity redemption price per share				$ 10.4	$ 10.25
Other Investee [Member]
Subsequent Event [Line Items]
Voting power percentage				50%
Common Class A [Member]
Subsequent Event [Line Items]
Common stock shares outstanding				0	0
Common stock par or stated value per share				$ 0.0001	$ 0.0001
Common stock shares issued				0	0
Common Class B [Member]
Subsequent Event [Line Items]
Common stock shares outstanding				5,750,000	5,750,000
Common stock par or stated value per share				$ 0.0001	$ 0.0001
Common stock shares issued				5,750,000	5,750,000
Common Stock [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Common stock shares outstanding				0
Common stock par or stated value per share				$ 0.0001
Aggregate redemption amount				23,000,000
Common stock shares issued				0
Common Stock [Member] | Common Class B [Member]
Subsequent Event [Line Items]
Common stock shares outstanding				5,750,000
Common stock par or stated value per share				$ 0.0001
Common stock shares issued				5,750,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Assets Held-in-trust		$ 330,000
Aggregate redemption amount		100,799,675
Subsequent Event [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Common stock shares outstanding		18,394,029
Common stock par or stated value per share		$ 0.0001
Aggregate redemption amount		13,317,392
Temporary equity redemption price per share		$ 10.41
Temporary equity aggregate amount of redemption requirement		$ 138,639,176
Subsequent Event [Member] | Common Class B [Member]
Subsequent Event [Line Items]
Common stock shares outstanding		5,750,000
Common stock par or stated value per share		$ 0.0001
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Common stock shares outstanding		24,144,029	28,750,000
Common stock shares issued			28,750,000
Subsequent Event [Member] | Common Stock [Member] | Other Investee [Member]
Subsequent Event [Line Items]
Voting power percentage			83.98%
Subsequent Event [Member] | AVi8 Acquisition LLC [Member]
Subsequent Event [Line Items]
Maximum aggregate amount		$ 4,000,000
Subsequent Event [Member] | AVi8 Acquisition LLC [Member] | Warrant [Member]
Subsequent Event [Line Items]
Outstanding principal balance		$ 1,500,000
Conversion price		$ 1
Subsequent Event [Member] | Investment Advisory Agreement [Member]
Subsequent Event [Line Items]
Success fee rate	1%