Southport Acquisition (PORT) 10-K 30 May 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	May 30, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-41150
Entity Registrant Name	Southport Acquisition Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3483780
Entity Address, Address Line One	1745 Grand Avenue
Entity Address, City or Town	Del Mar
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	92014
City Area Code	917
Local Phone Number	503-9722
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Public Float			$ 228,160,000
Entity Central Index Key	0001865200
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	BDO USA, LLP
Auditor Firm ID	243
Auditor Location	New York, NY
ICFR Auditor Attestation Flag	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant
Trading Symbol	PORT.U
Security Exchange Name	NYSE
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	PORT
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		27,200,000
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		1,550,000
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, subject to adjustment
Document and Entity Information
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, subject to adjustment
Trading Symbol	PORT.W
Security Exchange Name	NYSE

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 50,858	$ 1,950,543
Prepaid expenses - current	227,594
Due from related party		83,581
Total Current Assets	278,452	2,034,124
Non-current assets:
Cash and marketable securities held in Trust Account	237,984,513	234,600,690
Total Non-current Assets	237,984,513	234,600,690
Total Assets	238,262,965	236,634,814
Current liabilities:
Accrued expenses	681,395	213,245
Accounts payable	97,987	15,091
Accrued offering costs	184,047	795,490
Due to related party	244,550
Total Current Liabilities	1,207,979	1,023,826
Non-Current liabilities:
Warrant Liability	527,050	17,216,000
Deferred underwriter fee payable		8,050,000
Total Non-current Liabilities	527,050	25,266,000
Total Liabilities	1,735,029	26,289,826
Commitments and Contingencies (Note 8)
Class A common stock subject to possible redemption; 200,000,000 shares authorized; 23,000,000 shares issued and outstanding subject to possible redemption at redemption value	237,984,513	234,600,690
Stockholders' Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(1,457,152)	(24,256,277)
Total Stockholders' Deficit	(1,456,577)	(24,255,702)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT	238,262,965	236,634,814
Class A common stock subject to redemption
Non-Current liabilities:
Class A common stock subject to possible redemption; 200,000,000 shares authorized; 23,000,000 shares issued and outstanding subject to possible redemption at redemption value	237,984,513	234,600,690
Class A common stock not subject to redemption
Stockholders' Deficit
Common stock, value	0	0
Class B common stock
Stockholders' Deficit
Common stock, value	$ 575	$ 575

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred stock, par value (In dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock, par value (In dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Class A common stock subject to redemption
Common stock subject to possible redemption, shares authorized	200,000,000	200,000,000
Common stock subject to possible redemption, shares issued	23,000,000	23,000,000
Common stock subject to possible redemption, shares outstanding	23,000,000	23,000,000
Common stock, shares issued	23,000,000	23,000,000
Common stock, shares outstanding	23,000,000	23,000,000
Class A common stock not subject to redemption
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B common stock
Common stock, par value (In dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	5,750,000	5,750,000
Common stock, shares outstanding	5,750,000	5,750,000

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Transaction costs allocated to warrant issuance	$ 609,514
Administrative expenses	6,773	$ 217,424
Legal and accounting expenses	45,618	466,287
Insurance expense	30,531	516,250
Franchise tax expense	143,562	200,000
Listing fees		175,124
Other operating costs	3,000	2,458
Loss from operations	(838,998)	(1,577,543)
Other income:
Change in fair value of warrant liability	3,164,000	16,688,950
Dividend income on marketable securities held in Trust Account	690	3,383,823
Other income	3,164,690	20,072,773
Income before provision for income taxes	2,325,692	18,495,230
Provision for income taxes		(362,282)
Net income	$ 2,325,692	$ 18,132,948
Class A common stock
Other income:
Weighted average shares outstanding (basic)	1,580,153	23,000,000
Weighted average shares outstanding ( diluted)	1,580,153	23,000,000
Net income (loss) per share (basic)	$ 4.72	$ 0.66
Net income (loss) per share (diluted)	$ 4.72	$ 0.66
Class B common stock
Other income:
Weighted average shares outstanding (basic)	5,777,433	5,750,000
Weighted average shares outstanding ( diluted)	5,777,433	5,750,000
Net income (loss) per share (basic)	$ (0.89)	$ 0.51
Net income (loss) per share (diluted)	$ (0.89)	$ 0.51

STATEMENTS OF CHANGES IN COMMON

STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock	Class A common stock Subject to possible Redemption Common stock	Class A common stock Subject to possible Redemption Additional Paid-in Capital	Class A common stock Subject to possible Redemption	Class B common stock Common stock	Class B common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Apr. 12, 2021					$ 0		$ 0	$ 0	$ 0
Balance at the beginning (in shares) at Apr. 12, 2021					0
Temporary Equity, Balance at the beginning at Apr. 12, 2021		$ 0
Temporary Equity, Balance at the beginning (in shares) at Apr. 12, 2021		0
Issuance of Class B common stock to Sponsor					$ 575		24,425		25,000
Issuance of Class B common stock to Sponsor (in shares)					5,750,000
Issuance of Class A common stock		$ 206,614,296
Issuance of Class A common stock (in shares)		23,000,000
Deemed capital contribution from issuance of private placement warrants							1,380,000		1,380,000
Accretion of Class A common stock to redemption value	$ 27,986,394	$ 27,985,704					$ (1,404,425)	(26,581,279)	(27,985,704)
Remeasurement of Class A common stock subject to possible redemption	(22,410,545)					$ (5,575,849)			(27,986,394)
Remeasurement of Class A common stock subject to possible redemption		690						(690)	(690)
Net income (loss)								2,325,692	2,325,692
Balance at the ending at Dec. 31, 2021					$ 575			(24,256,277)	(24,255,702)
Balance at the ending (in shares) at Dec. 31, 2021					5,750,000
Temporary Equity, Balance at the ending at Dec. 31, 2021		$ 234,600,690		$ 234,600,690					234,600,690
Temporary Equity, Balance at the ending (in shares) at Dec. 31, 2021		23,000,000		23,000,000
Accretion of Class A common stock to redemption value	3,383,823								3,383,823
Remeasurement of Class A common stock subject to possible redemption	$ (2,707,058)	$ 3,383,823				$ (676,765)		(3,383,823)	(3,383,823)
Gain on waiver of deferred underwriting fee								8,050,000	8,050,000
Net income (loss)								18,132,948	18,132,948
Balance at the ending at Dec. 31, 2022					$ 575			$ (1,457,152)	(1,456,577)
Balance at the ending (in shares) at Dec. 31, 2022					5,750,000
Temporary Equity, Balance at the ending at Dec. 31, 2022		$ 237,984,513	$ 237,984,513	$ 237,984,513					$ 237,984,513
Temporary Equity, Balance at the ending (in shares) at Dec. 31, 2022		23,000,000		23,000,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income		$ 2,325,692	$ 18,132,948
Adjustments to reconcile net income to net cash provided by operating activities:
Accrued dividend on marketable securities held in Trust Account		(690)	(759,525)
Change in fair value of warrant liability		(3,164,000)	(16,688,950)
Allocation of deferred offering cost for warrant liability		609,514
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		228,336	551,046
Accrued offering costs		795,490	(611,443)
Prepaid expenses			(227,594)
Net cash provided by operating activities	$ (1,452,375)	794,342	396,482
Cash Flows from Investing Activities:
Purchase of marketable securities held in Trust Account	(235,564,634)		(237,780,570)
Sale of marketable securities held in Trust Account	235,156,272		235,156,272
Investment of cash in Trust Account		(234,600,000)
Net cash used in investing activities	(408,362)	(234,600,000)	(2,624,298)
Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to the Sponsor		25,000
Proceeds from sale of Units, net of underwriting discounts paid		225,400,000
Proceeds from sale of Private Placement Warrants		11,700,000
Proceeds from promissory note - related party		489,728
Repayment of promissory note - related party		(489,728)
Due from related party		(83,581)
Payments made by related party on behalf of the Company			244,550	$ 0
Receipt of amounts due from related party			83,581
Deferred offering costs		(1,285,218)
Net cash provided by financing activities		235,756,201	328,131
Net Change in Cash		1,950,543	(1,899,685)
Cash - Beginning	$ 1,950,543		1,950,543
Cash - Ending		1,950,543	50,858	$ 1,950,543
Supplemental disclosure of non-cash financing activities:
Initial classification of Class A common stock subject to possible redemption		206,614,296
Remeasurement of Class A common stock subject to possible redemption		27,986,394	3,383,823
Initial measurement of public warrants and private placement warrants		20,380,000
Gain on waiver of deferred underwriting fee			$ 8,050,000
Deferred underwriting fee payable		$ 8,050,000

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1. Southport Acquisition Corporation. (the “Company”) is a blank check company formed in Delaware on April 13, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not yet commenced any operations. All activity for the year ended December 31, 2022 and for the period April 13, 2021 (inception) through December 31, 2021 relates to the Company’s formation, initial public offering (the “IPO”), and pursuit of a target company to effect a business combination. The registration statement for the Company’s IPO was declared effective on December 9, 2021. On December 14, 2021, the Company consummated the IPO, which involved the Company’s sale of 23,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. The 23,000,000 Units sold by the Company include 3,000,000 Units purchased by the underwriter for the IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the Company consummated the private sale of an aggregate of 11,700,000 warrants (the “Private Placement Warrants”) to Southport Acquisition Sponsor LLC (the “Sponsor”) at a price of $1.00 per Private Placement Warrant, generating proceeds to the Company of $11,700,000. Following the closing of the IPO on December 14, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “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 of 1940, as amended (the “Investment Company Act”), with a maturity of 185 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 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares (as defined in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100 18-month Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic, the Russia-Ukraine war and the recent proposal by the Securities and Exchange Commission (the “SEC”) for new rules and amendments affecting special purpose acquisition corporations like the Company and has concluded that while it is reasonably possible that such matters could have a negative effect on the Company’s financial position, cash flows, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of December 31, 2022. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern As of December 31, 2022, the Company had cash of $50,858 and a working capital deficit of $929,527. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through working capital loans whereby, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors can, but are not obligated to, loan the Company funds as may be required (see Note 6). However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	12 Months Ended
	Dec. 31, 2022
Restatement of Previously Issued Financial Statements
Restatement of Previously Issued Financial Statements	Note 2. Restatement of Previously Issued Financial Statements In connection with the preparation of the Company’s financial statements as of December 31, 2022, management identified errors made in its historical financial statements where, on the Statement of Cash Flows for the nine months ended September 30, 2022, dividends earned and reinvested were incorrectly presented within the cash flows from operating activities section and a sale and purchases of marketable securities held in the Trust Account were not presented. Additionally, the Company reclassified amounts from unrealized gain on marketable securities held in the Trust Account to dividend income on marketable securities held in the Trust Account on the Statement of Operations to correctly state the character of earnings from the Trust Account for the three and nine months ended September 31, 2023. The Company restated the Condensed Statements of Operations and Condensed Statements of Cash Flows by presenting dividends earned and reinvested within the cash flows from investing activities section of the Statement of Cash Flows, presenting the sale and purchases of marketable securities held in the Trust account within the cash flows from investing activities section of the Statement of Cash Flows, and reclassifying amounts from unrealized gain on marketable securities held in the Trust Account to dividend income on marketable securities held in the Trust Account on the Statement of Operations. ​ The impact of the revision on the Company’s Condensed Statements of Cash Flows is reflected in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously Reported ​ As Restated ​ (unaudited) Adjustment (unaudited) Statement of Operations ​ ​ ​ ​ ​ ​ For the three months ended September 30, 2022 ​ ​ ​ ​ ​ ​ Dividend income on marketable securities held in Trust Account 408,362 657,605 1,065,967 Unrealized gain on marketable securities held in Trust Account 657,605 (657,605) — ​ ​ ​ ​ ​ ​ ​ For the nine months ended September 30, 2022 Dividend income on marketable securities held in Trust Account 408,362 990,869 1,399,231 Unrealized gain on marketable securities held in Trust Account 990,869 (990,869) — ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows For the nine months ended September 30, 2022 Cash Flows from Operating Activities: Unrealized gain on marketable securities held in Trust Account (990,869) 990,869 — Accrued dividends on marketable securities held in Trust Account ​ — ​ (990,869) ​ (990,869) Dividend income on marketable securities held in Trust Account (408,362) 408,362 — Net Cash Used in Operating Activities (1,860,737) 408,362 (1,452,375) ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities: Purchase of marketable securities held in Trust Account — (235,564,634) (235,564,634) Sale of marketable securities held in Trust Account — 235,156,272 235,156,272 Net Cash Used in Investing Activities — (408,362) (408,362) ​ There is no impact to the reported amounts for total assets, total liabilities, or net income.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3. 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 independent registered public accounting firm 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 stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 $50,858 and $1,950,543 of cash and no cash equivalents as of December 31, 2022 and 2021. Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was 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 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period. Offering Costs Associated with IPO The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 – “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration 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 (defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 14, 2021, offering costs totaling $13,935,218 (consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting fee, and $1,285,218 of actual offering costs) were recognized with $609,514 included as an expense in transaction costs allocated to the warrant issuance as an allocation for the Public Warrants (defined below) and the Private Placement Warrants, and $13,325,704 included in additional paid-in capital. 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”), approximates the carrying amounts represented in the accompanying condensed balance sheets, 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 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 at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of December 31, 2022 and 2021, derivative liabilities are comprised of the warrant liability of $527,050 and $17,216,000, respectively. 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 on 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 common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022, 23,000,000 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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 capital, or in the absence of additional capital, in accumulated deficit. For the year ended December 31, 2022, the Company has recorded accretion of $3,383,823 to remeasure the value of Class A common stock subject to possible redemption value of $237,984,513. As of December 31, 2022 and 2021, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: ​ ​ ​ ​ Gross proceeds from initial public offering $ 230,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (10,060,000) Offering costs allocated to Class A common stock subject to possible redemption ​ (13,325,704) Add: ​ Remeasurement of Class A common stock subject to possible redemption ​ 27,986,394 Class A common stock subject to possible redemption, December 31, 2021 ​ $ 234,600,690 Add: ​ ​ ​ Remeasurement of Class A common stock subject to possible redemption ​ 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 ​ $ 237,984,513 ​ Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, 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, other than penalties and interest related to late filing of the Company’s income tax returns (see Note 12). Net Income Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The condensed statements of operations include a presentation of income per Class A redeemable common stock and loss per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income less any dividends paid. For purposes of calculating net income per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income allocable to both sets of stock, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock and 20% for the non-redeemable common stock for the year ended December 31, 2022, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ Class A Class B Total Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on ownership percentage ​ $ 14,506,359 ​ $ 3,626,589 ​ $ 18,132,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Accretion allocation based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to Class A redeemable shares ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ April 13, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 Net loss from inception to date of initial public offering ​ $ (2,226) Net income from date of initial public offering to year-end ​ 2,327,918 Total income from inception to date ​ ​ 2,325,692 Less: Accretion of Class A redeemable shares to redemption value ​ ​ (27,986,394) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (25,660,702) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ ​ ​ ​ April 13, 2021 ​ ​ ​ ​ ​ ​ (inception) through ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ ​ Class A ​ Class B ​ Total Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total loss allocated based on ownership percentage $ 1,862,335 $ 463,357 $ 2,325,692 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Accretion allocation based on ownership percentage ​ (22,410,545) ​ (5,575,849) ​ (27,986,394) ​ Plus: Accretion applicable to Class A redeemable shares ​ 27,986,394 ​ — ​ 27,986,394 ​ Total income (loss) based on ownership percentage ​ $ 7,438,184 ​ $ (5,112,492) ​ $ 2,325,692 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,580,153 ​ 5,777,433 ​ ​ Basic and diluted net Income (loss) per share ​ $ 4.71 ​ $ (0.88) ​ ​ ​ 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 became effective on January 1, 2022, with early adoption permitted. The Company did not early adopt ASU 2020-06. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. 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	12 Months Ended
	Dec. 31, 2022
Initial Public Offering
Initial Public Offering	Note 4. At the closing of the IPO on December 14, 2021 the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “Public Share”), and one Upon the closing of the IPO on December 14, 2021, $234,600,000 ($10.20 per Unit sold in the IPO) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. The amounts held in the Trust Account 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 185 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 of the Investment Company Act, as determined by the Company. As of December 14, 2021, only $234,600,000 was held in the Trust Account. In addition, as of December 14, 2021, $2,034,324 of cash was not held in the Trust Account and is available for working capital purposes. Transaction costs of the IPO amounted to $13,935,218 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount and $1,285,218 of actual offering costs. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee.

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2022
Private Placement
Private Placement	Note 5. The Sponsor purchased an aggregate of 11,700,000 Private Placement Warrants at a price of $1.00 per warrant ($11,700,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Each Private Placement Warrant is exercisable for one whole Class A common stock at a price of $11.50 per share, subject to adjustment. $9,200,000 of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO placed in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants and the underlying securities will expire worthless. The Private Placement Warrants are non-redeemable (except as described in Note 8 below under “—Redemption of warrants for Class A common stock when the price per Class A common stock equals or exceeds $10.00”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions
Related Party Transactions	Note 6. Founder Shares On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000. On November 24, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO. On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 Units covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the completion of the IPO. The Company fully repaid the outstanding balance on the Note on December 14, 2021. In addition, in order to fund working capital deficiencies or 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”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant. 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. 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. As of December 31, 2022 and 2021, no Working Capital Loans were outstanding. Due to and due from Related Party The Sponsor has made tax payments and payments to various vendors on behalf of the Company. As of December 31, 2022 and December 31, 2021, the Company owed $244,550 and $0, respectively. The Company made excess reimbursements to the Sponsor. As of December 31, 2022 and December 31, 2021, the Company was owed $0 and $83,581, respectively from the Sponsor. The Sponsor repaid the amount in March 2022. Administrative Support Agreement Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services agreement and waives the excess amounts under the agreement. For the year ended December 31, 2022 and for the period from April 13, 2021 (inception) through December 31, 2021, the Company incurred $149,435 and $6,773 under the agreement, respectively and paid $156,208 and zero during the year ended December 31, 2022, and for the period from April 13, 2021 (inception) through December 31, 2021, respectively.

Stockholders' Deficit

Stockholders' Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Deficit
Stockholders' Deficit	Note 7. Preferred stock — Class A common stock — Class B common stock — The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination.

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Warrants
Warrants	Note 8. The Company accounts for 23,200,000 warrants issued in connection with the IPO (11,500,000 Public Warrants and the 11,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. Offering costs were allocated to the Class A common stock and Public Warrants, and the amounts allocated to the Public Warrants was expensed immediately. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Warrants The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants are exercisable for cash or on a cashless basis, and the Company is not obligated to issue any shares of Class A common stock to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The registration statement for the IPO (the “IPO Registration Statement”) registered the sale for the shares of Class A common stock issuable upon exercise of the Public 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 a post-effective amendment to the IPO Registration Statement or a new registration statement, in the Company’s discretion, with the SEC, under the Securities Act covering the sale of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such post-effective amendment or new registration statement, as the case may be, to become effective and to maintain 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. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 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 equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A common stock 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 prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders 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, as described above. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 If the Company calls the Public Warrants for redemption, the Company’s management will have the option to require or permit all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. 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 respect to such warrants. Accordingly, the warrants may expire worthless. 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 its initial 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, (i) 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, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the initial purchasers thereof or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant exercise price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. The Company expects to account for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies
Commitments and Contingencies	Note 9. Registration rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation 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 rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day commission of $4,600,000 upon the closing of the IPO. In addition, the underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee is payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee. The $8,050,000 waived fee was recorded to accumulated deficit.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements
Fair Value Measurements	Note 10. The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Cash and marketable securities held in trust account ​ $ 237,984,513 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ Public Warrants ​ $ 261,050 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 266,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,2021 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Cash and marketable securities held in trust account $ 234,600,690 $ — $ — Liabilities ​ ​ ​ Public Warrants $ — $ — $ 8,521,000 Private Placement Warrants $ — $ — $ 8,695,000 ​ At December 31, 2022 and 2021, the Company’s warrant liability was valued at $527,050 and $17,216,000, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants 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 at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. 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 Company transferred the fair value of the Public Warrant liability from Level 3 to Level 1 of the fair value hierarchy as the Company’s Public Warrants detached and commenced separate public trading (PORT.W) on the New York Stock Exchange on January 31, 2022. The fair value of the Private Placement Warrant liability was transferred from Level 3 to Level 2 of the fair value hierarchy as they are identical to the Public Warrants. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Public ​ Placement ​ Warrant ​ Warrants Warrants Liability Derivative warrant liabilities at April 13, 2021 (inception) ​ $ — ​ $ — ​ $ — Initial fair value at issuance of Public and Private Placement Warrants ​ 10,060,000 ​ 10,320,000 ​ 20,380,000 Change in fair value ​ (1,539,000) ​ (1,625,000) ​ (3,164,000) Level 3 derivative warrant liabilities as of December 31, 2021 $ 8,521,000 $ 8,695,000 $ 17,216,000 Transfer of Public Warrants to Level 1 measurement ​ ​ (8,521,000) ​ ​ — ​ ​ (8,521,000) Transfer of Private Placement Warrants to Level 2 measurement ​ ​ — ​ ​ (8,695,000) ​ ​ (8,695,000) Level 3 derivative warrant liabilities as of December 31, 2022 ​ $ — ​ $ — ​ $ — ​ Measurement The Company established the initial fair value for the warrants on December 14, 2021, the date of the consummation of the Company’s IPO. The Company used a Black-Scholes-Merton formula 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), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. As of December 31, 2022, the Public Warrants have detached from the Units and are separately tradable on the New York Stock Exchange (PORT.W). The closing price of the Public Warrants was utilized in determining the fair value of the Public Warrants as of December 31, 2022. The key inputs into the Monte Carlo simulation model formula were as follows at December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Public ​ Placement ​ Inputs: Warrants Warrants Common stock price ​ $ 9.63 ​ $ 9.63 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate of interest ​ 1.35 % 1.35 % Volatility ​ 13.24 % 13.27 % Term ​ 6.00 ​ 6.00 ​ Warrant to buy one share (adjusted for the probability of dissolution) ​ $ 0.74 ​ $ 0.74 ​ Dividend yield ​ 0.00 % 0.00 % ​

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Taxes
Income Taxes	Note 11. The Company’s net deferred tax assets at December 31, 2022 and 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Capitalized start-up costs ​ $ 579,901 ​ $ 179,006 Accrued dividends on marketable securities ​ ​ (368,014) ​ ​ (178) Net operating loss carryforward ​ — ​ 36,953 Total deferred tax assets ​ 211,887 ​ 215,781 Valuation allowance ​ (211,887) ​ (215,781) Deferred tax assets ​ $ — ​ $ — ​ The income tax provision for the years ended December 31, 2022 and 2021 consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Current expense (benefit) ​ ​ ​ ​ Federal ​ $ 362,282 ​ $ — State ​ — ​ — Deferred expense (benefit) ​ ​ Federal ​ 17,037 ​ (176,045) State ​ (13,143) ​ (39,736) Change in Valuation Allowance ​ (3,894) ​ 215,781 Income tax provision ​ $ 362,282 ​ $ — ​ As of December 31, 2022 and 2021, the Company has federal net operating loss carryforwards of $0 and $143,562, respectively, that may be carried forward indefinitely. As of December 31, 2022 and 2021, the Company has gross state NOL carryforwards of $0 and $143,562, respectively, which begin to expire in 2041. 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 years ended December 31, 2022 and 2021, the change in the valuation allowance was $3,894 and $215,781, respectively. 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, ​ ​ 2022 ​ 2021 ​ Statutory federal income tax rate ​ 21.00 % 21.00 % State taxes, net of federal tax benefit (0.07) % (1.71) % Change in fair value of warrant liabilities (18.95) % (28.57) % Change in valuation allowance (0.02) % 9.28 % Income tax provision 1.96 % — ​ ​ 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 years ended December 31, 2022 and 2021 remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events
Subsequent Events	Note 12. The Company’s 2022 income tax returns were filed and accepted on May 22, 2023. As the Company did not timely file their fiscal year 2022 federal and state income tax returns, the Company may be subject to penalties and interest as a result. As previously disclosed in the definitive proxy statement filed by the Company with the SEC on May 22, 2023, the Company expects to hold a special meeting of stockholders (the “Special Meeting”) to consider and approve an extension of time for the Company to consummate an initial business combination from June 14, 2023 to September 14, 2023, or at the election of the board of directors of the Company, March 14, 2024, in six separate additional one-month extensions (the “Extension” and such proposal, the “Extension Proposal”). On May 25, 2023, the Company and the Sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the Special Meeting and (ii) to vote in favor of the Extension Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor has agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial business combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock. Following such conversion, the Company will have an aggregate of 27,200,000 shares of Class A common stock issued and outstanding issued

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Basis of Presentation	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 “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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. 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 $50,858 and $1,950,543 of cash and no cash equivalents as of December 31, 2022 and 2021.
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was 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 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within the Combination Period.
Offering Costs Associated with IPO	Offering Costs Associated with IPO The Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 – “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A— “Expenses of Offering”. Offering costs consist principally of professional and registration 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 (defined below) and the Private Placement Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, on December 14, 2021, offering costs totaling $13,935,218 (consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting fee, and $1,285,218 of actual offering costs) were recognized with $609,514 included as an expense in transaction costs allocated to the warrant issuance as an allocation for the Public Warrants (defined below) and the Private Placement Warrants, and $13,325,704 included in additional paid-in capital.
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”), approximates the carrying amounts represented in the accompanying condensed balance sheets, 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 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 at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of December 31, 2022 and 2021, derivative liabilities are comprised of the warrant liability of $527,050 and $17,216,000, respectively.
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 on 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 common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital.
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in 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 features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022, 23,000,000 shares of Class A common stock subject to possible redemption is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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 capital, or in the absence of additional capital, in accumulated deficit. For the year ended December 31, 2022, the Company has recorded accretion of $3,383,823 to remeasure the value of Class A common stock subject to possible redemption value of $237,984,513. As of December 31, 2022 and 2021, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: ​ ​ ​ ​ Gross proceeds from initial public offering $ 230,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (10,060,000) Offering costs allocated to Class A common stock subject to possible redemption ​ (13,325,704) Add: ​ Remeasurement of Class A common stock subject to possible redemption ​ 27,986,394 Class A common stock subject to possible redemption, December 31, 2021 ​ $ 234,600,690 Add: ​ ​ ​ Remeasurement of Class A common stock subject to possible redemption ​ 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 ​ $ 237,984,513 ​
Income Taxes	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, 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, other than penalties and interest related to late filing of the Company’s income tax returns (see Note 12).
Net Income Per Common Stock	Net Income Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The condensed statements of operations include a presentation of income per Class A redeemable common stock and loss per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income less any dividends paid. For purposes of calculating net income per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income allocable to both sets of stock, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock and 20% for the non-redeemable common stock for the year ended December 31, 2022, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ Class A Class B Total Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on ownership percentage ​ $ 14,506,359 ​ $ 3,626,589 ​ $ 18,132,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Accretion allocation based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to Class A redeemable shares ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ April 13, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 Net loss from inception to date of initial public offering ​ $ (2,226) Net income from date of initial public offering to year-end ​ 2,327,918 Total income from inception to date ​ ​ 2,325,692 Less: Accretion of Class A redeemable shares to redemption value ​ ​ (27,986,394) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (25,660,702) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ ​ ​ ​ April 13, 2021 ​ ​ ​ ​ ​ ​ (inception) through ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ ​ Class A ​ Class B ​ Total Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total loss allocated based on ownership percentage $ 1,862,335 $ 463,357 $ 2,325,692 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Accretion allocation based on ownership percentage ​ (22,410,545) ​ (5,575,849) ​ (27,986,394) ​ Plus: Accretion applicable to Class A redeemable shares ​ 27,986,394 ​ — ​ 27,986,394 ​ Total income (loss) based on ownership percentage ​ $ 7,438,184 ​ $ (5,112,492) ​ $ 2,325,692 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,580,153 ​ 5,777,433 ​ ​ Basic and diluted net Income (loss) per share ​ $ 4.71 ​ $ (0.88) ​ ​ ​
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.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 became effective on January 1, 2022, with early adoption permitted. The Company did not early adopt ASU 2020-06. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. 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.

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2022
Restatement of Previously Issued Financial Statements
Schedule of the impact of the revision on the Company's financial statements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Previously Reported ​ As Restated ​ (unaudited) Adjustment (unaudited) Statement of Operations ​ ​ ​ ​ ​ ​ For the three months ended September 30, 2022 ​ ​ ​ ​ ​ ​ Dividend income on marketable securities held in Trust Account 408,362 657,605 1,065,967 Unrealized gain on marketable securities held in Trust Account 657,605 (657,605) — ​ ​ ​ ​ ​ ​ ​ For the nine months ended September 30, 2022 Dividend income on marketable securities held in Trust Account 408,362 990,869 1,399,231 Unrealized gain on marketable securities held in Trust Account 990,869 (990,869) — ​ ​ ​ ​ ​ ​ ​ Statement of Cash Flows For the nine months ended September 30, 2022 Cash Flows from Operating Activities: Unrealized gain on marketable securities held in Trust Account (990,869) 990,869 — Accrued dividends on marketable securities held in Trust Account ​ — ​ (990,869) ​ (990,869) Dividend income on marketable securities held in Trust Account (408,362) 408,362 — Net Cash Used in Operating Activities (1,860,737) 408,362 (1,452,375) ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities: Purchase of marketable securities held in Trust Account — (235,564,634) (235,564,634) Sale of marketable securities held in Trust Account — 235,156,272 235,156,272 Net Cash Used in Investing Activities — (408,362) (408,362) ​

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Summary of Significant Accounting Policies
Schedule of reconciliation of Class A ordinary shares	As of December 31, 2022 and 2021, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: ​ ​ ​ ​ Gross proceeds from initial public offering $ 230,000,000 Less: ​ Proceeds allocated to Public Warrants ​ (10,060,000) Offering costs allocated to Class A common stock subject to possible redemption ​ (13,325,704) Add: ​ Remeasurement of Class A common stock subject to possible redemption ​ 27,986,394 Class A common stock subject to possible redemption, December 31, 2021 ​ $ 234,600,690 Add: ​ ​ ​ Remeasurement of Class A common stock subject to possible redemption ​ 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 ​ $ 237,984,513 ​
Schedule of calculation of basic and diluted loss per common stock	​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, 2022 Net income ​ $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value ​ (3,383,823) Net income including accretion of Class A redeemable shares to redemption value ​ $ 14,749,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ ​ ​ ​ December 31, 2022 ​ ​ ​ ​ Class A Class B Total Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income allocated based on ownership percentage ​ $ 14,506,359 ​ $ 3,626,589 ​ $ 18,132,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Accretion allocation based on ownership percentage ​ (2,707,058) ​ (676,765) ​ (3,383,823) ​ Plus: Accretion applicable to Class A redeemable shares ​ 3,383,823 ​ — ​ 3,383,823 ​ Total income based on ownership percentage ​ $ 15,183,124 ​ $ 2,949,824 ​ $ 18,132,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 23,000,000 ​ 5,750,000 ​ ​ Basic and diluted net income per share ​ $ 0.66 ​ $ 0.51 ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ April 13, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 Net loss from inception to date of initial public offering ​ $ (2,226) Net income from date of initial public offering to year-end ​ 2,327,918 Total income from inception to date ​ ​ 2,325,692 Less: Accretion of Class A redeemable shares to redemption value ​ ​ (27,986,394) Net loss including accretion of Class A redeemable shares to redemption value ​ $ (25,660,702) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ ​ ​ ​ April 13, 2021 ​ ​ ​ ​ ​ ​ (inception) through ​ ​ ​ ​ ​ ​ December 31, 2021 ​ ​ ​ ​ ​ Class A ​ Class B ​ Total Total number of shares ​ 23,000,000 ​ 5,750,000 ​ 28,750,000 ​ Ownership percentage ​ 80 % ​ 20 % ​ 100 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total loss allocated based on ownership percentage $ 1,862,335 $ 463,357 $ 2,325,692 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: Accretion allocation based on ownership percentage ​ (22,410,545) ​ (5,575,849) ​ (27,986,394) ​ Plus: Accretion applicable to Class A redeemable shares ​ 27,986,394 ​ — ​ 27,986,394 ​ Total income (loss) based on ownership percentage ​ $ 7,438,184 ​ $ (5,112,492) ​ $ 2,325,692 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 1,580,153 ​ 5,777,433 ​ ​ Basic and diluted net Income (loss) per share ​ $ 4.71 ​ $ (0.88) ​ ​ ​

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Measurements
Schedule of assets and liabilities that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Cash and marketable securities held in trust account ​ $ 237,984,513 ​ $ — ​ $ — Liabilities ​ ​ ​ ​ ​ Public Warrants ​ $ 261,050 ​ $ — ​ $ — Private Placement Warrants ​ $ — ​ $ 266,000 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,2021 ​ (Level 1) (Level 2) (Level 3) Assets ​ ​ ​ Cash and marketable securities held in trust account $ 234,600,690 $ — $ — Liabilities ​ ​ ​ Public Warrants $ — $ — $ 8,521,000 Private Placement Warrants $ — $ — $ 8,695,000 ​
Schedule of changes in fair value of warrant liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ ​ ​ ​ Public ​ Placement ​ Warrant ​ Warrants Warrants Liability Derivative warrant liabilities at April 13, 2021 (inception) ​ $ — ​ $ — ​ $ — Initial fair value at issuance of Public and Private Placement Warrants ​ 10,060,000 ​ 10,320,000 ​ 20,380,000 Change in fair value ​ (1,539,000) ​ (1,625,000) ​ (3,164,000) Level 3 derivative warrant liabilities as of December 31, 2021 $ 8,521,000 $ 8,695,000 $ 17,216,000 Transfer of Public Warrants to Level 1 measurement ​ ​ (8,521,000) ​ ​ — ​ ​ (8,521,000) Transfer of Private Placement Warrants to Level 2 measurement ​ ​ — ​ ​ (8,695,000) ​ ​ (8,695,000) Level 3 derivative warrant liabilities as of December 31, 2022 ​ $ — ​ $ — ​ $ — ​
Schedule of quantitative information regarding Level 3 fair value measurements inputs	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private ​ ​ Public ​ Placement ​ Inputs: Warrants Warrants Common stock price ​ $ 9.63 ​ $ 9.63 Exercise price ​ $ 11.50 ​ $ 11.50 ​ Risk-free rate of interest ​ 1.35 % 1.35 % Volatility ​ 13.24 % 13.27 % Term ​ 6.00 ​ 6.00 ​ Warrant to buy one share (adjusted for the probability of dissolution) ​ $ 0.74 ​ $ 0.74 ​ Dividend yield ​ 0.00 % 0.00 %

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Taxes
Schedule of net deferred tax assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Capitalized start-up costs ​ $ 579,901 ​ $ 179,006 Accrued dividends on marketable securities ​ ​ (368,014) ​ ​ (178) Net operating loss carryforward ​ — ​ 36,953 Total deferred tax assets ​ 211,887 ​ 215,781 Valuation allowance ​ (211,887) ​ (215,781) Deferred tax assets ​ $ — ​ $ — ​
Schedule of income tax provision	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2022 2021 Current expense (benefit) ​ ​ ​ ​ Federal ​ $ 362,282 ​ $ — State ​ — ​ — Deferred expense (benefit) ​ ​ Federal ​ 17,037 ​ (176,045) State ​ (13,143) ​ (39,736) Change in Valuation Allowance ​ (3,894) ​ 215,781 Income tax provision ​ $ 362,282 ​ $ — ​
Schedule of reconciliation of the federal income tax rate to the effective tax rate	​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2022 ​ 2021 ​ Statutory federal income tax rate ​ 21.00 % 21.00 % State taxes, net of federal tax benefit (0.07) % (1.71) % Change in fair value of warrant liabilities (18.95) % (28.57) % Change in valuation allowance (0.02) % 9.28 % Income tax provision 1.96 % — ​ ​

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			9 Months Ended
	Dec. 14, 2021	Apr. 14, 2021	Dec. 31, 2021	Dec. 31, 2022
Description of Organization and Business Operations
Share price				$ 9.20
Proceeds from issuance of warrants			$ 11,700,000
Cash		$ 2,034,324	$ 1,950,543	$ 50,858
Working capital				$ 929,527
Private placement warrants
Description of Organization and Business Operations
Number of warrants to purchase the shares issued (in shares)	11,700,000
Price of warrants	$ 1
Proceeds from issuance of warrants	$ 11,700,000
IPO
Description of Organization and Business Operations
Number of shares issued	23,000,000	23,000,000
Share price	$ 10	$ 10
Proceeds from issuance of shares	$ 230,000,000
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination	100%
Over-allotment
Description of Organization and Business Operations
Number of shares issued	3,000,000
Private Placement
Description of Organization and Business Operations
Share price		10
Initial Public Offering, Over-Allotment and the Private Placement
Description of Organization and Business Operations
Number of shares issued	3,000,000
Share price	$ 10.20	$ 10.20
Proceeds from issuance of shares	$ 234,600,000	$ 234,600,000
Maturity term of U.S. government securities	185 days	185 days
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination	100%
Duration of combination period	18 months

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements (Details) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Statement of Operations
Dividend income on marketable securities held in Trust Account	$ 1,065,967	$ 1,399,231	$ 690	$ 3,383,823
Unrealized gain on marketable securities held in Trust Account			690	759,525
Cash Flows from Operating Activities:
Unrealized gain on marketable securities held in Trust Account			(690)	(759,525)
Accrued dividends on marketable securities held in Trust Account		(990,869)
Dividend income on marketable securities held in Trust Account	(1,065,967)	(1,399,231)	(690)	(3,383,823)
Net cash provided by operating activities		(1,452,375)	794,342	396,482
Cash Flows from Investing Activities:
Purchase of marketable securities held in Trust Account		(235,564,634)		(237,780,570)
Sale of marketable securities held in Trust Account		235,156,272		235,156,272
Net cash used in investing activities		(408,362)	$ (234,600,000)	$ (2,624,298)
As Previously Reported
Statement of Operations
Dividend income on marketable securities held in Trust Account	408,362	408,362
Unrealized gain on marketable securities held in Trust Account	657,605	990,869
Cash Flows from Operating Activities:
Unrealized gain on marketable securities held in Trust Account	(657,605)	(990,869)
Dividend income on marketable securities held in Trust Account	(408,362)	(408,362)
Net cash provided by operating activities		(1,860,737)
Adjustment
Statement of Operations
Dividend income on marketable securities held in Trust Account	657,605	(408,362)
Unrealized gain on marketable securities held in Trust Account	(657,605)	(990,869)
Cash Flows from Operating Activities:
Unrealized gain on marketable securities held in Trust Account	657,605	990,869
Accrued dividends on marketable securities held in Trust Account		(990,869)
Dividend income on marketable securities held in Trust Account	$ (657,605)	408,362
Net cash provided by operating activities		408,362
Cash Flows from Investing Activities:
Purchase of marketable securities held in Trust Account		(235,564,634)
Sale of marketable securities held in Trust Account		235,156,272
Net cash used in investing activities		(408,362)
Adjustment | Investments
Statement of Operations
Dividend income on marketable securities held in Trust Account		990,869
Cash Flows from Operating Activities:
Dividend income on marketable securities held in Trust Account		$ (990,869)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)			12 Months Ended
	Dec. 14, 2021	Apr. 14, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2021	Apr. 30, 2021
Summary of Significant Accounting Policies
Cash		$ 2,034,324	$ 50,858	$ 1,950,543
Cash equivalents			0	0
Underwriting fees	$ 4,600,000
Warrant Liability			$ 527,050	17,216,000
Common stock subject to possible redemption, shares			23,000,000
Net income including accretion of Class A redeemable shares to redemption value			$ 3,383,823
Class A common stock subject to possible redemption			237,984,513	234,600,690
Unrecognized tax benefits			0	0	$ 0	$ 0
Amounts accrued for the payment of interest and penalties			0	0	$ 0	$ 0
Income tax expense			362,282
Additional Paid-in Capital
Summary of Significant Accounting Policies
Adjustments for stockholders equity	13,325,704
IPO
Summary of Significant Accounting Policies
Proceeds from sale of Units, net of underwriting discounts paid	$ 230,000,000
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination	100%
Offering cost	$ 13,935,218	13,935,218
Underwriting fees	4,600,000	4,600,000
Deferred underwriting fees	8,050,000	8,050,000
Other offering costs	1,285,218	1,285,218
Initial Public Offering, Over-Allotment and the Private Placement
Summary of Significant Accounting Policies
Proceeds from sale of Units, net of underwriting discounts paid	$ 234,600,000	$ 234,600,000
Maturity term of U.S. government securities	185 days	185 days
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination	100%
Private placement warrants
Summary of Significant Accounting Policies
Adjustments for stockholders equity	$ 609,514
Class A common stock subject to redemption
Summary of Significant Accounting Policies
Class A common stock subject to possible redemption			237,984,513	$ 234,600,690
Class A common stock subject to redemption | Additional Paid-in Capital
Summary of Significant Accounting Policies
Class A common stock subject to possible redemption			$ 237,984,513

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Ordinary Shares Subject to Possible Redemption (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Gross proceeds from initial public offering	$ 230,000,000
Less:
Proceeds allocated to Public Warrants	(11,700,000)
Offering costs allocated to Class A common stock subject to possible redemption	(13,325,704)
Add:
Remeasurement of Class A common stock subject to possible redemption	27,986,394	$ 3,383,823	$ 27,986,394
Class A common stock subject to possible redemption	$ 234,600,690	$ 237,984,513	$ 234,600,690

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Calculation of basic and diluted net loss per common share (Details) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 14, 2021	Dec. 31, 2021	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Less: Remeasurement of Class A redeemable shares to redemption value					$ (3,383,823)
Net income including accretion of Class A redeemable shares to redemption value					$ 14,749,125
Number of Common stock
Total number of shares				28,750,000	28,750,000
Net income allocated based on ownership percentage				$ 2,325,692	$ 18,132,948
Less: Accretion allocation based on ownership percentage				(27,986,394)	(3,383,823)	$ (27,986,394)
Accretion applicable to Class A redeemable shares				(27,985,704)	3,383,823
Total income based on ownership percentage				2,325,692	18,132,948
Net income (loss)	$ (2,226)	$ (2,327,918)		2,325,692	18,132,948
Less: Accretion allocation based on ownership percentage				(27,986,394)	$ (3,383,823)	$ (27,986,394)
Net loss including accretion of Class A redeemable shares to redemption value				$ (25,660,702)
Class A common stock
Number of Common stock
Total number of shares				23,000,000	23,000,000
Net income allocated based on ownership percentage				$ 1,862,335	$ 14,506,359
Less: Accretion allocation based on ownership percentage				(22,410,545)	(2,707,058)
Accretion applicable to Class A redeemable shares				27,986,394	3,383,823
Total income based on ownership percentage				$ 7,438,184	$ 15,183,124
Weighted average shares outstanding (basic)				1,580,153	23,000,000
Weighted average shares outstanding ( diluted)				1,580,153	23,000,000
Net income (loss) per share (basic)				$ 4.72	$ 0.66
Net income (loss) per share (diluted)				$ 4.72	$ 0.66
Less: Accretion allocation based on ownership percentage				$ (22,410,545)	$ (2,707,058)
Class A common stock Subject to possible Redemption
Number of Common stock
Weighted average shares outstanding (basic)				1,580,153	23,000,000
Weighted average shares outstanding ( diluted)			23,000,000		1,580,153
Net income (loss) per share (basic)				$ 4.71	$ 0.66
Net income (loss) per share (diluted)			$ 0.66	$ 4.71
Class B common stock
Number of Common stock
Total number of shares				5,750,000	5,750,000
Net income allocated based on ownership percentage				$ 463,357	$ 3,626,589
Less: Accretion allocation based on ownership percentage				(5,575,849)	(676,765)
Total income based on ownership percentage				$ (5,112,492)	$ 2,949,824
Weighted average shares outstanding (basic)				5,777,433	5,750,000
Weighted average shares outstanding ( diluted)			5,750,000	5,777,433	5,750,000
Net income (loss) per share (basic)				$ (0.89)	$ 0.51
Net income (loss) per share (diluted)			$ 0.51	$ (0.89)	$ 0.51
Less: Accretion allocation based on ownership percentage				$ (5,575,849)	$ (676,765)
Other investee
Number of Common stock
Ownership percentage		100%		100%	100%	100%
Other investee | Class A common stock
Number of Common stock
Ownership percentage		80%		80%	80%	80%
Other investee | Class B common stock
Number of Common stock
Ownership percentage		20%		20%	20%	20%
Redeemable warrants | Other investee
Number of Common stock
Ownership percentage					80%
Non redeemable warrants | Other investee
Number of Common stock
Ownership percentage					20%

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Dec. 14, 2021	Apr. 14, 2021	Dec. 31, 2022	Dec. 31, 2021
Initial Public Offering
Share price			$ 9.20
Cash		$ 2,034,324	$ 50,858	$ 1,950,543
Underwriting fees	$ 4,600,000
IPO
Initial Public Offering
Number of shares issued	23,000,000	23,000,000
Share price	$ 10	$ 10
Proceeds from issuance of shares	$ 230,000,000
Transaction costs	13,935,218	$ 13,935,218
Underwriting fees	4,600,000	4,600,000
Deferred underwriting fees	8,050,000	8,050,000
Other offering costs	$ 1,285,218	$ 1,285,218
IPO | Public Warrants
Initial Public Offering
Number of warrants in a unit		0.5
Initial Public Offering, Over-Allotment and the Private Placement
Initial Public Offering
Number of shares issued	3,000,000
Share price	$ 10.20	$ 10.20
Proceeds from issuance of shares	$ 234,600,000	$ 234,600,000
Proceeds held in trust account		$ 234,600,000
Maturity term of U.S. government securities	185 days	185 days
Class A common stock
Initial Public Offering
Share price			$ 9.20
Common stock, par value (In dollars per share)			$ 0.0001	$ 0.0001
Class A common stock | IPO
Initial Public Offering
Number of shares in a unit		1
Common stock, par value (In dollars per share)		$ 0.0001
Number of shares issuable per warrant (in shares)		1
Exercise price of warrants (in dollars per share)		$ 11.50

Private Placement (Details)

Private Placement (Details) - USD ($)		9 Months Ended
	Apr. 14, 2021	Dec. 31, 2021	Dec. 31, 2022
Private Placement
Proceeds from sale of Private Placement Warrants		$ 11,700,000
Share price			$ 9.20
Class A common stock
Private Placement
Share price			$ 9.20
Private Placement
Private Placement
Cash held in Trust Account	$ 9,200,000
Share price	$ 10
Private Placement | Class A common stock
Private Placement
Number of shares issuable per warrant (in shares)	1
Exercise price of warrants (in dollars per share)	$ 11.50
Sponsor | Private Placement
Private Placement
Number of warrants issued	11,700,000
Proceeds from sale of Private Placement Warrants	$ 11,700,000
Exercise price of warrants (in dollars per share)	$ 1

Related Party Transactions - Fo

Related Party Transactions - Founder Shares (Details) - USD ($)					9 Months Ended
	Dec. 14, 2021	Dec. 13, 2021	Nov. 24, 2021	May 27, 2021	Dec. 31, 2021	May 25, 2023	Dec. 31, 2022
Related Party Transactions
Issuance of Class B common stock to Sponsor					$ 25,000
Sponsor
Related Party Transactions
Maximum shares subject to forfeiture	0
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences	150 days
Class A common stock | Subsequent Events
Related Party Transactions
Founder shares outstanding						27,200,000
Class A common stock | Sponsor
Related Party Transactions
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)	$ 12
Class B common stock
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)				7,187,500
Issuance of Class B common stock to Sponsor				$ 25,000
Shares forfeited			1,437,500
Consideration for shares forfeited			$ 0
Founder shares outstanding			5,750,000		5,750,000		5,750,000
Class B common stock | Subsequent Events
Related Party Transactions
Founder shares outstanding						1,550,000
Class B common stock | Sponsor
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)				7,187,500
Issuance of Class B common stock to Sponsor				$ 25,000
Shares forfeited			1,437,500
Founder shares outstanding			5,750,000
Maximum shares subject to forfeiture			750,000
Over-allotment
Related Party Transactions
Issuance of Class B common stock to Sponsor (in shares)		3,000,000

Related Party Transactions - Re

Related Party Transactions - Related Party Loans, Due to Related Party and Administrative Support Agreement (Details) - USD ($)		9 Months Ended	12 Months Ended
	Dec. 14, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 10, 2021	Jun. 30, 2021	Apr. 30, 2021
Related Party Transactions
Payments made by related party on behalf of the Company			$ 244,550	$ 0
Receipt of amounts due from related party			83,581
Sponsor
Related Party Transactions
Receipt of amounts due from related party			0	83,581
Administrative Support Agreement
Related Party Transactions
Expenses per month					$ 15,000
Expenses incurred		$ 6,773	149,435
Repayment of debt		0	156,208
Working Capital Loans
Related Party Transactions
Loans convertible into warrants	$ 1,500,000
Price of warrants (in dollars per share)	$ 1
Outstanding Balance		$ 0	$ 0	$ 0		$ 0	$ 0
Unsecured Promissory Note | Sponsor
Related Party Transactions
Amount available for borrowings	$ 350,000

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Stockholders' Deficit
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value (In dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock (Details)			9 Months Ended	12 Months Ended
	Nov. 24, 2021 USD ($) shares	May 27, 2021 USD ($) shares	Dec. 31, 2021 USD ($) Vote $ / shares shares	Dec. 31, 2022 Vote $ / shares shares	May 25, 2023 shares
Stockholders' Deficit
Issuance of Class B common stock to Sponsor | $			$ 25,000
Class A common stock
Stockholders' Deficit
Common stock, shares authorized			200,000,000	200,000,000
Common stock, par value (In dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Common stock, number of votes per share | Vote			1	1
Class A common stock | Subsequent Events [Member]
Stockholders' Deficit
Common stock, shares issued					27,200,000
Common stock, shares outstanding					27,200,000
Class A common stock subject to redemption
Stockholders' Deficit
Common stock, shares issued			23,000,000	23,000,000
Common stock, shares outstanding			23,000,000	23,000,000
Class B common stock
Stockholders' Deficit
Common stock, shares authorized			20,000,000	20,000,000
Common stock, par value (In dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Common stock, number of votes per share | Vote			1	1
Common stock, shares issued			5,750,000	5,750,000
Common stock, shares outstanding	5,750,000		5,750,000	5,750,000
Issuance of Class B common stock to Sponsor (in shares)		7,187,500
Issuance of Class B common stock to Sponsor | $		$ 25,000
Shares forfeited	1,437,500
Consideration for shares forfeited | $	$ 0
Number of Class A common stock issued upon conversion of each share (in shares)				1
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares)				20%
Class B common stock | Subsequent Events [Member]
Stockholders' Deficit
Common stock, shares issued					1,550,000
Common stock, shares outstanding					1,550,000

Warrants (Details)

Warrants (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Warrants
Class of warrant or right outstanding | shares	23,200,000
Threshold maximum period for registration statement to become effective after business combination	60 days
Newly issued price (in dollars per share)	$ 9.20
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent)	60%
Threshold trading days for calculating Market Value	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Class A common stock
Warrants
Newly issued price (in dollars per share)	$ 9.20
Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
Warrants
Redemption price per warrant (in dollars per share)	$ 18
Threshold consecutive trading days for redemption of warrants	30 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180%
Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Class A common stock
Warrants
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00
Warrants
Redemption price per warrant (in dollars per share)	$ 0.10
Stock price trigger for redemption of warrants (in dollars per share)	$ 10
Threshold number of trading days before sending notice of redemption to warrant holders	30 days
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | Class A common stock
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 10
Public Warrants [Member]
Warrants
Class of warrant or right outstanding | shares	11,500,000
Warrants exercisable term after the completion of a business combination	30 days
Term of warrants	5 years
Threshold maximum period for filing registration statement after business combination	15 days
Public Warrants [Member] | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00
Warrants
Redemption price per warrant (in dollars per share)	$ 18
Stock price trigger for redemption of warrants (in dollars per share)	$ 0.01
Threshold number of trading days before sending notice of redemption to warrant holders	30 days
Threshold trading days for redemption of warrants	20 days
Threshold consecutive trading days for redemption of warrants	30 days
Public Warrants [Member] | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Class A common stock
Warrants
Stock price trigger for redemption of warrants (in dollars per share)	$ 18
Private Placement Warrants [Member]
Warrants
Class of warrant or right outstanding | shares	11,700,000

Commitments and Contingencies (

Commitments and Contingencies (Details)				12 Months Ended
	Aug. 22, 2022 USD ($)	Dec. 14, 2021 USD ($) $ / shares shares	Dec. 09, 2021 item	Dec. 31, 2022 USD ($)
Commitments and Contingencies
Maximum number of demands for registration of securities | item			3
Underwriting option period		45 days
Underwriting fees		$ 4,600,000
Deferred fee per Unit | $ / shares		$ 0.35
Deferred underwriting commissions		$ 8,050,000
Gain on waiver of deferred underwriting fee	$ 8,050,000			$ 8,050,000
Over-allotment
Commitments and Contingencies
Number of units granted to underwriters | shares		3,000,000
Shares issued underwriters | shares		3,000,000

Fair Value Measurements - Asset

Fair Value Measurements - Assets and liabilities at fair value (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Warrant Liability	$ 527,050	$ 17,216,000
Level 1 | Recurring
Assets:
Cash and marketable securities held in trust account	237,984,513	234,600,690
Level 1 | Recurring | Public Warrants
Liabilities:
Warrant Liability	261,050
Level 2 | Recurring | Private placement warrants
Liabilities:
Warrant Liability	$ 266,000
Level 3 | Recurring | Public Warrants
Liabilities:
Warrant Liability		8,521,000
Level 3 | Recurring | Private placement warrants
Liabilities:
Warrant Liability		$ 8,695,000

Fair Value Measurements - Chang

Fair Value Measurements - Changes in fair value instruments (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Public Warrants
Fair Value Measurements
Derivative warrant liabilities balance at beginning		$ 8,521,000
Initial fair value at issuance of Public and Private Placement Warrants	$ 10,060,000
Change in fair value	(1,539,000)
Transfer of Public Warrants to Level 1 measurement		(8,521,000)
Derivative warrant liabilities balance at ending	8,521,000
Private placement warrants
Fair Value Measurements
Derivative warrant liabilities balance at beginning		8,695,000
Initial fair value at issuance of Public and Private Placement Warrants	10,320,000
Change in fair value	(1,625,000)
Transfer of Private Placement Warrants to Level 2 measurement		(8,695,000)
Derivative warrant liabilities balance at ending	8,695,000
Warrant
Fair Value Measurements
Derivative warrant liabilities balance at beginning		17,216,000
Initial fair value at issuance of Public and Private Placement Warrants	20,380,000
Change in fair value	(3,164,000)
Transfer of Public Warrants to Level 1 measurement		(8,521,000)
Transfer of Private Placement Warrants to Level 2 measurement		$ (8,695,000)
Derivative warrant liabilities balance at ending	$ 17,216,000

Fair Value Measurements - Measu

Fair Value Measurements - Measurement Input (Details)	Dec. 31, 2021 $ / shares Y item
Public Warrants | Common stock price
Fair Value Measurement Inputs
Measurement input | $ / shares	9.63
Public Warrants | Exercise price
Fair Value Measurement Inputs
Measurement input | $ / shares	11.50
Public Warrants | Risk-free rate of interest
Fair Value Measurement Inputs
Measurement input | item	0.0135
Public Warrants | Volatility
Fair Value Measurement Inputs
Measurement input | item	0.1324
Public Warrants | Term
Fair Value Measurement Inputs
Measurement input | Y	6
Public Warrants | Warrant to buy one share (adjusted for the probability of dissolution)
Fair Value Measurement Inputs
Measurement input | $ / shares	0.74
Public Warrants | Dividend yield
Fair Value Measurement Inputs
Measurement input | item	0
Private placement warrants | Common stock price
Fair Value Measurement Inputs
Measurement input | $ / shares	9.63
Private placement warrants | Exercise price
Fair Value Measurement Inputs
Measurement input | $ / shares	11.50
Private placement warrants | Risk-free rate of interest
Fair Value Measurement Inputs
Measurement input | item	0.0135
Private placement warrants | Volatility
Fair Value Measurement Inputs
Measurement input | item	0.1327
Private placement warrants | Term
Fair Value Measurement Inputs
Measurement input | Y	6
Private placement warrants | Warrant to buy one share (adjusted for the probability of dissolution)
Fair Value Measurement Inputs
Measurement input | $ / shares	0.74
Private placement warrants | Dividend yield
Fair Value Measurement Inputs
Measurement input | item	0

Income Taxes - Net deferred tax

Income Taxes - Net deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Net deferred tax assets
Capitalized start-up costs	$ 579,901	$ 179,006
Accrued dividends on marketable securities	(368,014)	(178)
Net operating loss carryforward		36,953
Total deferred tax assets	211,887	215,781
Valuation allowance	$ (211,887)	$ (215,781)

Income Taxes - Income tax provi

Income Taxes - Income tax provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current expense (benefit)
Federal	$ 362,282
Deferred expense (benefit)
Federal	17,037	$ (176,045)
State	(13,143)	(39,736)
Change in valuation allowance	(3,894)	215,781
Income tax provision	362,282
Operating loss carryforwards, carry forward indefinitely	0	143,562
Operating loss carryforwards subject to expiration	$ 0	$ 143,562

Income Taxes - Effective Tax Re

Income Taxes - Effective Tax Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of the federal income tax rate to the effective tax rate
Statutory federal income tax rate	21%	21%
State taxes, net of federal tax benefit	(0.07%)	(1.71%)
Change in fair value of warrant liabilities	(18.95%)	(28.57%)
Change in valuation allowance	(0.02%)	9.28%
Income tax provision	1.96%

Subsequent Events (Details)

Subsequent Events (Details) - shares	May 25, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 24, 2021
Class B common stock
Subsequent Events
Common stock, shares issued		5,750,000	5,750,000
Common stock, shares outstanding		5,750,000	5,750,000	5,750,000
Class B common stock | Sponsor
Subsequent Events
Common stock, shares outstanding				5,750,000
Subsequent Events | Sponsor
Subsequent Events
Shares transferred to consummation of extension	500,000
Additional non redemption shares transferred	166,666
Subsequent Events | Class A common stock
Subsequent Events
Common stock, shares issued	27,200,000
Common stock, shares outstanding	27,200,000
Subsequent Events | Class A common stock | Sponsor
Subsequent Events
Aggregate of non redemption shares issued	4,000,000
Subsequent Events | Class B common stock
Subsequent Events
Common stock, shares issued	1,550,000
Common stock, shares outstanding	1,550,000
Subsequent Events | Class B common stock | Sponsor
Subsequent Events
Aggregate of non redemption shares transferred	1,499,996
Conversion of Class B common stock	4,200,000