Papaya Growth Opportunity Corp. I (PPYA) 10-Q 17 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 17, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-41223
Entity Registrant Name	PAPAYA GROWTH OPPORTUNITY CORP. I
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-3071107
Entity Address, Address Line One	2201 Broadway, #705
Entity Address, City or Town	Oakland,
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	94612
City Area Code	510
Local Phone Number	214-3750
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 Central Index Key	0001894057
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
Trading Symbol	PPYAU
Security Exchange Name	NASDAQ
Class A common stock
Document and Entity Information
Title of 12(b) Security	Shares of Class A common stock, par value $0.0001 per share, included as part of the Units
Trading Symbol	PPYA
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		11,229,599
Redeemable Warrants, each exercisable for one share of Class A common stock for $11.50 per share, included as part of the Units
Document and Entity Information
Title of 12(b) Security	Redeemable Warrants, each exercisable for one share of Class A common stock for $11.50 per share, included as part of the Units
Trading Symbol	PPYAW
Security Exchange Name	NASDAQ
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		7,528,875

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 9,865	$ 320,067
Prepaid expenses and other assets	165,156	216,608
Excess federal tax paid		41,000
Interest income receivable	1,130,665
Total current assets	1,305,686	577,675
OTHER ASSETS
Investments held in Trust Account	299,160,917	297,568,272
Deferred tax asset	194,179
TOTAL ASSETS	300,660,782	298,145,947
CURRENT LIABILITIES
Accounts payable and accrued expenses	352,697	223,640
Due to affiliate	43,500	14,500
State franchise tax payable	50,800	200,800
Income taxes payable	1,888,000	27,000
Deferred underwriting fee payable	15,125,000	15,125,000
Total current liabilities	17,459,997	15,590,940
Deferred tax liability		555,020
Total liabilities	17,459,997	16,145,960
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Accumulated deficit	(15,961,022)	(11,250,903)
Total stockholders' deficit	(15,960,132)	(11,250,013)
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT	300,660,782	298,145,947
Class A common stock
STOCKHOLDERS' DEFICIT
Common stock	137	137
Class A common stock subject to possible redemption
CURRENT LIABILITIES
Class A common stock subject to possible redemption, $0.0001 par value, 28,750,000 shares at redemption value.	299,160,917	293,250,000
Class B common stock
STOCKHOLDERS' DEFICIT
Common stock	$ 753	$ 753

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value, (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	110,000,000	110,000,000
Class A common stock subject to possible redemption
Common stock subject to possible redemption, par value (per share)	$ 0.0001	$ 0.0001
Common stock subject to possible redemption, outstanding (in shares)	28,750,000	28,750,000
Common stock subject to possible redemption, redemption value (per share)	$ 10.20	$ 10.20
Class A common stock not subject to possible redemption
Common stock, shares issued	1,365,500	1,365,500
Common stock, shares outstanding	1,365,500	1,365,500
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	7,528,875	7,528,875
Common stock, shares outstanding	7,528,875	7,528,875

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
OPERATING EXPENSES
General and administrative	$ 617,762	$ 424,946
Franchise tax	50,000	45,857
Total operating expenses	667,762	470,803
OTHER INCOME (EXPENSE)
Interest earned on investments held in Trust Account	2,541,504
Realized gain (loss) on investments held in Trust Account	479,857	(105,100)
Total other income (expense)	3,021,361	(105,100)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	2,353,599	(575,903)
Income tax expense (net)	(1,152,801)
NET INCOME (LOSS)	$ 1,200,798	$ (575,903)
Class A common stock
OTHER INCOME (EXPENSE)
Weighted average shares outstanding, basic	30,115,500	22,680,556
Weighted average shares outstanding, diluted	30,115,500	22,680,556
Basic net income per share	$ 0.23	$ 1.42
Diluted net income per share	$ 0.23	$ 1.42
Class B common stock
OTHER INCOME (EXPENSE)
Weighted average shares outstanding, basic	7,528,875	7,528,875
Weighted average shares outstanding, diluted	7,528,875	7,528,875
Basic net income per share	$ 0.03	$ (0.02)
Diluted net income per share	$ 0.03	$ (0.02)

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Class A common stock Common stock	Class B common stock Common stock	Additional paid-in capital	Accumulated deficit	Total
Balance at the beginning at Dec. 31, 2021		$ 753	$ 24,247	$ (32,972)	$ (7,972)
Balance at the beginning (in shares) at Dec. 31, 2021		7,528,875
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Sale of Private Placement units including overallotment	$ 137		13,654,863		13,655,000
Sale of Private Placement units including overallotment (in shares)	1,365,500
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)			6,272,244		6,272,244
Accretion for Class A common stock to redemption value			$ (19,951,354)	(12,768,388)	(32,719,742)
Net income (loss)				(575,903)	(575,903)
Balance at the end at Mar. 31, 2022	$ 137	$ 753		(13,377,263)	(13,376,373)
Balance at the end (in shares) at Mar. 31, 2022	1,365,500	7,528,875
Balance at the beginning at Dec. 31, 2022	$ 137	$ 753		(11,250,903)	(11,250,013)
Balance at the beginning (in shares) at Dec. 31, 2022	1,365,500	7,528,875
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
Accretion for Class A common stock to redemption value				(5,910,917)	(5,910,917)
Net income (loss)				1,200,798	1,200,798
Balance at the end at Mar. 31, 2023	$ 137	$ 753		$ (15,961,022)	$ (15,960,132)
Balance at the end (in shares) at Mar. 31, 2023	1,365,500	7,528,875

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 1,200,798	$ (575,903)
Deferred tax expense	(749,199)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(2,541,375)
Realized gain (net) on investment held in trust account	(479,857)	105,100
Changes in operating assets and liabilities:
Prepaid expenses and other assets	51,452	(563,336)
Due to affiliate	29,000	14,500
Accounts payable and accrued expenses	129,058	164,318
Advances taxes paid	41,000
Income tax payable	1,861,000
Franchise tax payable	(150,000)	45,857
Net cash used in operating activities	(608,123)	(809,464)
CASH FLOWS FROM INVESTING ACTIVITIES
Withdrawal from Trust Account for tax payments	298,050
Cash deposited in Trust Account		(293,250,000)
Redemption of marketable securities	298,048,000
Purchase of marketable securities	(298,048,129)
Net cash provided by (used) in investing activities	297,921	(293,250,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of notes payable - related party		(145,000)
Proceeds from initial public offering, net of underwriters' discount		282,500,000
Proceeds from private placement units		13,655,000
Payment of offering costs		(404,600)
Net cash provided by financing activities		295,605,400
NET CHANGE IN CASH	(310,202)	1,545,936
CASH, BEGINNING OF PERIOD	320,067	21,991
CASH, END OF PERIOD	9,865	1,567,927
Supplemental disclosure of noncash financing activities:
Deferred underwriting commissions payable		15,125,000
Initial value of Class A common stock subject to possible redemption		293,250,000
Accretion for Class A common stock to redemption value	$ 5,910,917	$ 32,719,742

Description of Organization, Bu

Description of Organization, Business Operations and Liquidity	3 Months Ended
	Mar. 31, 2023
Description of Organization, Business Operations and Liquidity
Description of Organization, Business Operations and Liquidity	Note 1 — Description of Organization, Business Operations and Liquidity Papaya Growth Opportunity Corp. I (the “Company”) was incorporated in Delaware on October 8, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity from October 8, 2021 (inception) through March 31, 2023, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO held in the Trust Account (defined below). The registration statement for the Company’s IPO was declared effective on January 13, 2022. On January 19, 2022, the Company consummated the IPO of 25,000,000 units (“Units”), including shares of Class A common stock in the Units offered (the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,290,500 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Papaya Growth Opportunity I Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), and J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division (“CCM”), generating gross proceeds of $12,905,000 which is described in Note 4. Simultaneously with the closing of the IPO and the sale of the Private Placement Units, the Company consummated the closing of the sale of 3,750,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $37,500,000. Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 75,000 Private Placement Units to the Sponsor, generating gross proceeds of $750,000. Offering costs for the IPO and sale of the Private Placement Units and Overallotment Units amounted to $20,697,498, consisting of $5,000,000 of upfront underwriting fees, $15,125,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)), and $572,498 of other offering costs. As described in Note 6, the $15,125,000 of deferred underwriting fees payable is contingent upon the consummation of a Business Combination by May 19, 2023 or up to October 19, 2023, 21 months from the closing of the IPO, subject to the terms of the underwriting agreement. Following the closing of the IPO and the sale of the Private Placement Units and Overallotment Units, $293,250,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, Overallotment Units, and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account is 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 money market funds selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3), (d)(4) and (d)(5) 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 and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units and Overallotment Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., Public Warrants as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Placement Shares (as defined in Note 4), Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. On April 12, 2023, the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination up to six (6) times for an additional one (1) month each time, from April 19, 2023 to October 19, 2023 (which is 21 months from the closing of the IPO). If the Company is unable to complete a Business Combination by October 19, 2023, which is 21 months from the closing of the IPO, in compliance with the requirements set forth in the Certificate of Incorporation for such an extension (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares (as defined in Note 5) and the Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavouring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Going Concern, and Management’s Plan Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs and there is no guarantee that the Company will receive such funds. As of March 31, 2023, the Company does not have sufficient working capital and will need to borrow additional funds from its Sponsor in order to fund its operations through one year from the date of this filing. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution described in Note 1, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until October 19, 2023, 21 months from the closing of the IPO, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination during the specified period. If a Business Combination is not consummated by October 19, 2023, there will be a mandatory liquidation and subsequent dissolution. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023. The interim results for the period ended March 31, 2023 are not necessarily indicative of the results to be expected for any future periods. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ 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 did not have any cash equivalents as of March 31, 2023 and December 31, 2022. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in unrealized gain on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of March 31, 2023 and December 31, 2022, the Company had $299,160,917 and $297,568,272, respectively, held in the Trust Account. As of March 31, 2023, the Company had realized gain of $479,857 held in the Trust Account. At March 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2023 and December 31, 2022, the Class A common stock reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 287,500,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ ​ (6,756,250) Class A common stock issuance costs ​ ​ (20,213,492) Plus: Remeasurement of carrying value to redemption value ​ ​ 32,719,742 Class A common stock subject to possible redemption value as of December 31, 2022 ​ ​ 293,250,000 Plus: Accretion of common stock to redemption value ​ ​ 5,910,917 Class A common stock subject to possible redemption value as of March 31, 2023 ​ $ 299,160,917 ​ Offering Costs Associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $20,697,498, which were charged against additional paid-in capital upon the completion of the IPO. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000. As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Recent events relating to the disruption in the U.S. banking system In March 2023, the shut‐down of certain financial institutions raised economic concerns over disruption in the U.S. banking system. The U.S. government took certain actions to strengthen public confidence in the U.S. banking system. However, there can be no certainty that the actions taken by the U.S. government will be effective in mitigating the effects of financial institution failures on the economy and restoring public confidence in the U.S. banking system. Additional financial institution failures may occur in the near term that may limit access to short‐term liquidity or have adverse impacts to the economy. Given the uncertainty of the situation, the related financial impact cannot be reasonably estimated at this time. Deferred Offering Costs Deferred offering costs consist of direct costs incurred through the balance sheet date that are directly related to the IPO and that were charged to stockholders’ deficit upon the completion of the IPO. Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Income and State Franchise Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements carrying amounts and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rates is 29.84% for the three months ended March 31, 2023, and for the year ended December 31, 2022. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in the current period based on 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2023. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware and California on an annual basis. Net income (loss) per Common Stock The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, ​ ​ 2023 ​ Class A Stock Class B Stock Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income, including accretion of temporary equity ​ $ 6,871,556 ​ $ 240,160 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ 30,115,500 ​ 7,528,875 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.23 ​ $ 0.03 ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, ​ ​ 2022 ​ Class A Stock Class B Stock Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income (loss), including accretion of temporary equity ​ $ 32,287,367 ​ $ (143,528) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ 22,680,556 ​ 7,528,875 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 1.42 ​ $ (0.02) ​ Stock Compensation Expense In connection with the Company’s IPO, Founder Shares were sold to certain independent directors from among the Sponsor’s pool of Founder Shares at the price paid by the Sponsor (par value of $0.0001). Although these Founder Shares were purchased by the independent directors for value, under ASC 718, “Compensation – Stock Compensation” (“ASC 718”), these Founder Shares may be deemed stock-based compensation. The Company accounts for stock-based compensation expense in accordance with ASC 718, under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The fair value of the 25,000 Founder Shares granted to an independent director by the Sponsor on January 12, 2023, was $43,000 or $1.72 per share. The fair value of the 180,000 Founder Shares granted to certain independent directors by the Sponsor on December 8, 2022 was $414,000 or $2.30 per share, and the fair value of the 410,000 Founder Shares granted to certain independent directors on December 21, 2021 was $3,079,100 or $7.51 per share. The Company used a Monte Carlo Model simulation to arrive at the fair value of the stock compensation. The key assumptions in the option pricing model utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date was derived based upon similar SPAC warrants and technology exchange funds within the Company’s stated industry target and with terms until the exercise date. The Company’s Founder Shares sold to independent directors (see Note 5) were deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Founder Shares transferred is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized for the three months ended March 31, 2023 and March 31, 2022. ​ Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2023
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering In the IPO, the Company sold 28,750,000 Units (including 3,750,000 Overallotment Units) at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one

Private Placement Warrants

Private Placement Warrants	3 Months Ended
	Mar. 31, 2023
Private Placement Warrants
Private Placement Warrants	Note 4 — Private Placement Warrants On January 19, 2022, simultaneously with the consummation of the IPO and sale of the Overallotment Units, the Company consummated the issuance and sale of 1,365,500 Private Placement Units (including 75,000 Private Placement Units purchased simultaneously with the Overallotment Units) in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $13,655,000, to the Sponsor (1,115,500 Private Placement Units), Cantor (212,500 Private Placement Units), and CCM (37,500 Private Placement Units). Each Private Placement Unit consists of one share of Class A common stock (the “Placement Shares”) and one A portion of the proceeds from the sale of the Private Placement Units was added to the proceeds from the IPO (including the Overallotment Units) to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and any underlying securities will be worthless.

Related-Party Transactions

Related-Party Transactions	3 Months Ended
	Mar. 31, 2023
Related-Party Transactions
Related-Party Transactions	Note 5 — Related-Party Transactions Founder Shares On October 19, 2021, the Sponsor purchased 7,452,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000 (see Note 7). On November 19, 2021, the Company effected a 1.0102482-for-1 split of the Company’s Class B common stock, such that the Sponsor owns 7,528,875 Founder Shares. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described below. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The Initial Stockholders agreed to forfeit up to 956,250 Founder Shares to the extent that the overallotment option is not exercised in full by the underwriters. Since the overallotment option was exercised in full, the 956,250 Founder Shares are no longer subject to forfeiture. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until: the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s Initial Stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (2) if the Company consummates a transaction after the Company’s initial Business Combination which results in the Company’s stockholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. Related-Party Loans On October 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note became due upon the closing of the IPO. The Note was non-interest bearing. As of December 31, 2021, the Note had an outstanding balance of $145,000. On January 19, 2022, the day the IPO was consummated, there was $145,000 outstanding on the loan, which was repaid fully on January 24, 2022. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. As of March 31, 2023 and December 31, 2022, there were no Working Capital Loans outstanding. Support Services The Company pays the Sponsor a fee of up to $33,333 per month for the use of office and administrative support services following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation. As of March 31, 2023, $43,500 has been expensed under the arrangement and included under Due to affiliate. As of December 31, 2022, $14,500 has been accrued as outstanding under this agreement under Due to affiliate and $161,875 has been expensed under the arrangement. The Company pays FintechForce, Inc., an entity affiliated with the Chief Financial Officer, a fee of $15,000 per month for consulting services, financial planning and analysis and general professional services. As of March 31, 2023, $52,531 had been expensed under the arrangement. As of December 31, 2022, $15,000 had been accrued under this agreement and is included in accounts payable and accrued expenses in the accompanying balance sheet and $152,176 had been expensed under the arrangement. The Company paid Kuleana Capital Management, an affiliated entity with Mr. Tim Schenk, Chairman of the Board of Directors, approximately $14,900 a month for certain consulting services to the Company. Kuleana Capital Management has received a total of $160,425 for its services. The consulting arrangement with Kuleana Capital Management was terminated on December 7, 2022, upon Mr. Schenk’s appointment to the Board of Directors.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies.
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated January 13, 2022. These holders will be entitled to certain demands and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 3,750,000 additional Units to cover overallotments, if any, at the IPO price less the underwriting discounts and commissions. On January 19, 2022, the underwriters fully exercised their overallotment option and purchased 3,750,000 Units at $10.00 per Unit. The underwriters were paid an underwriting discount of $0.20 per unit, or $5,000,000 in the aggregate, upon the closing of the IPO (plus an additional $750,000 upon the underwriters’ exercise of the overallotment option in full). An additional $0.50 per unit, or $12,500,000, plus an additional $0.70 per Overallotment Unit or $2,625,000 (or $15,125,000 in the aggregate) is payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2023
Stockholders' Deficit
Stockholders' Deficit	Note 7 — Stockholders’ Deficit Class A Common Stock — Class B Common Stock — Holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B common stock shall convert into Class A common stock will be adjusted (unless the holders of a majority of the outstanding 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 Class B common stock will equal, in the aggregate, on an as-converted basis, 20.0% of the sum of the total number of all common stock outstanding upon the completion of the IPO (excluding the Private Placement Units purchased by the Sponsor) plus all Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination. Holders of Founder Shares may also elect to convert their Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred Stock — Public Warrants — The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● if, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 -trading day period commencing at any time after the Public Warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying the Public Warrants. ​ If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable on 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. However, except as described in the next paragraph, the warrants will not be adjusted for issuances of shares of Class A common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public 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 Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (a) the Company issues additional shares of Class A common stock or equity-linked securities for capital-raising purposes in connection with the closing of an 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 in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the consummation of an initial Business Combination (net of redemptions), and (c) the volume weighted average trading price of the Company’s Class A common stock during the 20-trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Class A common stock or equity-linked securities. Private Placement Warrants —

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Measurements
Fair Value Measurements	Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3: At March 31, 2023, the assets held in the Trust Account were held in a mutual fund while the same were held in U.S. treasury securities as of December 31, 2022. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in ​ Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs March 31, 2023 (Level 1) (Level 2) (Level 3) Assets: ​ Investments held in Trust Account $ 299,160,917 — — Total $ 299,160,917 — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in ​ Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: ​ Investments held in Trust Account - U.S. Treasury Securities ​ $ 297,568,272 — — Total ​ $ 297,568,272 — — ​

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events
Subsequent Events	Note 9 — Subsequent Events The Company has evaluated subsequent events through the date these financial statements were available for issuance and determined that other than the items disclosed below, there were no subsequent events that would require adjustment or disclosure: Redemption of ordinary shares On April 12, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”) at which the stockholders of 18,885,901 shares of Class A common stock of the Company (“Class A Shares”) exercised their right to redeem their shares for cash at a redemption price of approximately $10.3988 per share, for an aggregate redemption amount of approximately $196,390,058. Following such redemptions, 9,864,099 public Class A Shares remain outstanding. Extension of time period On April 12, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting the Company’s stockholders approved (i) an amendment (the “IMTA Amendment”) to the Company’s Investment Management Trust Agreement (the “IMTA”), dated January 13, 2022, with Continental Stock Transfer & Trust Company (“CST”), as trustee, and (ii) an amendment to the Company’s Certificate of Incorporation, to extend the date by which the Company must consummate a business combination transaction up to six (6) times for an additional one (1) month each time, from April 19, 2023 to October 19, 2023. The Company subsequently exercised its first one month extension to May 19, 2023. Issuance of unsecured Promissory note On April 17, 2023, the Company issued a promissory note (the “Promissory Note”) to the Sponsor. Pursuant to the Promissory Note, the Sponsor agreed to loan the Company up to an aggregate principal amount of $2.8 million. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which the Company consummates a business combination (the “Maturity Date”). If the Company does not consummate a business combination, it may use a portion of any funds held outside the Trust Account into which it has placed the proceeds of the IPO to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. At the Maturity Date, the Sponsor may receive, at its option and in lieu of repayment in cash of all or any portion of the amount outstanding under the Promissory Note, the same consideration to be received by holders of the Company’s Class A common stock at the closing of the Company’s initial business combination, on the basis of two (2) shares of Class A common stock for each $10.00 loaned thereunder. As of the issue date, the Company has borrowed $320,583 under the Promissory Note.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023. The interim results for the period ended March 31, 2023 are not necessarily indicative of the results to be expected for any future periods.
Emerging Growth Company	Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ 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 did not have any cash equivalents as of March 31, 2023 and December 31, 2022.
Investments Held in Trust Account	Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in unrealized gain on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of March 31, 2023 and December 31, 2022, the Company had $299,160,917 and $297,568,272, respectively, held in the Trust Account. As of March 31, 2023, the Company had realized gain of $479,857 held in the Trust Account. At March 31, 2023, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 28,750,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At March 31, 2023 and December 31, 2022, the Class A common stock reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 287,500,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ ​ (6,756,250) Class A common stock issuance costs ​ ​ (20,213,492) Plus: Remeasurement of carrying value to redemption value ​ ​ 32,719,742 Class A common stock subject to possible redemption value as of December 31, 2022 ​ ​ 293,250,000 Plus: Accretion of common stock to redemption value ​ ​ 5,910,917 Class A common stock subject to possible redemption value as of March 31, 2023 ​ $ 299,160,917 ​
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $20,697,498, which were charged against additional paid-in capital upon the completion of the IPO.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation limit of $250,000. As of March 31, 2023 and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. Recent events relating to the disruption in the U.S. banking system In March 2023, the shut‐down of certain financial institutions raised economic concerns over disruption in the U.S. banking system. The U.S. government took certain actions to strengthen public confidence in the U.S. banking system. However, there can be no certainty that the actions taken by the U.S. government will be effective in mitigating the effects of financial institution failures on the economy and restoring public confidence in the U.S. banking system. Additional financial institution failures may occur in the near term that may limit access to short‐term liquidity or have adverse impacts to the economy. Given the uncertainty of the situation, the related financial impact cannot be reasonably estimated at this time.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of direct costs incurred through the balance sheet date that are directly related to the IPO and that were charged to stockholders’ deficit upon the completion of the IPO.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Level 2: Level 3:
Warrant Instruments	Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.
Income and State Franchise Taxes	Income and State Franchise Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements carrying amounts and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rates is 29.84% for the three months ended March 31, 2023, and for the year ended December 31, 2022. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in the current period based on 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through March 31, 2023. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware and California on an annual basis.
Net income (loss) per Common Stock	Net income (loss) per Common Stock The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, ​ ​ 2023 ​ Class A Stock Class B Stock Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income, including accretion of temporary equity ​ $ 6,871,556 ​ $ 240,160 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ 30,115,500 ​ 7,528,875 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.23 ​ $ 0.03 ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, ​ ​ 2022 ​ Class A Stock Class B Stock Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income (loss), including accretion of temporary equity ​ $ 32,287,367 ​ $ (143,528) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ 22,680,556 ​ 7,528,875 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 1.42 ​ $ (0.02) ​
Stock Compensation Expense	Stock Compensation Expense In connection with the Company’s IPO, Founder Shares were sold to certain independent directors from among the Sponsor’s pool of Founder Shares at the price paid by the Sponsor (par value of $0.0001). Although these Founder Shares were purchased by the independent directors for value, under ASC 718, “Compensation – Stock Compensation” (“ASC 718”), these Founder Shares may be deemed stock-based compensation. The Company accounts for stock-based compensation expense in accordance with ASC 718, under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The fair value of the 25,000 Founder Shares granted to an independent director by the Sponsor on January 12, 2023, was $43,000 or $1.72 per share. The fair value of the 180,000 Founder Shares granted to certain independent directors by the Sponsor on December 8, 2022 was $414,000 or $2.30 per share, and the fair value of the 410,000 Founder Shares granted to certain independent directors on December 21, 2021 was $3,079,100 or $7.51 per share. The Company used a Monte Carlo Model simulation to arrive at the fair value of the stock compensation. The key assumptions in the option pricing model utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date was derived based upon similar SPAC warrants and technology exchange funds within the Company’s stated industry target and with terms until the exercise date. The Company’s Founder Shares sold to independent directors (see Note 5) were deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Founder Shares transferred is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized for the three months ended March 31, 2023 and March 31, 2022. ​
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Schedule of class A common stock reflected in the balance sheet	At March 31, 2023 and December 31, 2022, the Class A common stock reflected in the balance sheet are reconciled in the following table: ​ ​ ​ ​ ​ Gross proceeds $ 287,500,000 Less: ​ ​ ​ Proceeds allocated to Public Warrants ​ ​ (6,756,250) Class A common stock issuance costs ​ ​ (20,213,492) Plus: Remeasurement of carrying value to redemption value ​ ​ 32,719,742 Class A common stock subject to possible redemption value as of December 31, 2022 ​ ​ 293,250,000 Plus: Accretion of common stock to redemption value ​ ​ 5,910,917 Class A common stock subject to possible redemption value as of March 31, 2023 ​ $ 299,160,917 ​
Schedule of basic and diluted net income per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, ​ ​ 2023 ​ Class A Stock Class B Stock Basic and diluted net income per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income, including accretion of temporary equity ​ $ 6,871,556 ​ $ 240,160 ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ 30,115,500 ​ 7,528,875 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income per share ​ $ 0.23 ​ $ 0.03 ​ ​ ​ ​ ​ ​ ​ ​ ​ For the three months ended March 31, ​ ​ 2022 ​ Class A Stock Class B Stock Basic and diluted net income (loss) per share: ​ ​ ​ ​ ​ ​ Numerator: ​ ​ Allocation of net income (loss), including accretion of temporary equity ​ $ 32,287,367 ​ $ (143,528) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted-average shares outstanding ​ 22,680,556 ​ 7,528,875 ​ ​ ​ ​ ​ ​ ​ Basic and diluted net income (loss) per share ​ $ 1.42 ​ $ (0.02) ​

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Measurements
Schedule of company's assets that are measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in ​ Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs March 31, 2023 (Level 1) (Level 2) (Level 3) Assets: ​ Investments held in Trust Account $ 299,160,917 — — Total $ 299,160,917 — — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quoted Prices in ​ Significant Other ​ Significant Other ​ ​ Active Markets ​ Observable Inputs ​ Unobservable Inputs December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: ​ Investments held in Trust Account - U.S. Treasury Securities ​ $ 297,568,272 — — Total ​ $ 297,568,272 — —

Description of Organization, _2

Description of Organization, Business Operations and Liquidity (Details)		3 Months Ended
	Jan. 19, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) item $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Description of Organization, Business Operations and Liquidity
Condition for future business combination number of businesses minimum | item		1
Purchase price, per unit | $ / shares	$ 10.20	$ 10.20
Offering costs	$ 20,697,498
Upfront underwriting fees	5,000,000
Deferred underwriting fee payable	15,125,000	$ 15,125,000		$ 15,125,000
Other offering costs	572,498
Aggregate deferred underwriting fee payable	15,125,000	$ 15,125,000
Investment of cash into trust account	$ 293,250,000		$ 293,250,000
Maturity term of U.S. government securities		185 days
Condition for future business combination use of proceeds percentage		80
Condition for future business combination threshold percentage ownership		50
Condition for future business combination threshold net tangible assets		$ 5,000,001
Threshold percentage of public shares subject to redemption without company prior written consent		15%
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100%
Months to complete business combination		21 months
Redemption period upon closure		10 days
Maximum allowed dissolution expenses		$ 100,000
Initial public offering
Description of Organization, Business Operations and Liquidity
Sale of Units, net of underwriting discounts (in shares) | shares	25,000,000
Purchase price, per unit | $ / shares	$ 10
Proceeds from issuance initial public offering	$ 250,000,000
Private placement
Description of Organization, Business Operations and Liquidity
Sale of private placement units (in shares) | shares	1,290,500
Price of warrant | $ / shares	$ 10
Over-allotment option
Description of Organization, Business Operations and Liquidity
Sale of Units, net of underwriting discounts (in shares) | shares	3,750,000	3,750,000
Sale of private placement units (in shares) | shares	75,000
Gross proceeds	$ 37,500,000
Sale of additional units | shares	3,750,000
Sponsor | Private placement
Description of Organization, Business Operations and Liquidity
Proceeds from issuance of additional private placement units	$ 750,000
Proceeds allocated to Public Warrants	$ 12,905,000
Sale of an additional Private Placement Units | shares	75,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)				3 Months Ended		12 Months Ended
	Jan. 12, 2023	Dec. 08, 2022	Jan. 19, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Cash equivalents				$ 0		$ 0
Cash held in trust account				299,160,917		297,568,272
Realized gain (loss) on investments held in Trust Account				479,857	$ (105,100)
Unrecognized tax benefits				0		0
Amount accrued for the payment of interest and penalties				$ 0		$ 0
Share price				$ 9.20
Stock based compensation expenses recognized				$ 0	$ 0
Number of shares in a unit				2
Effective tax rates				29.84%		29.84%
Founder shares
Summary of Significant Accounting Policies
Common shares, par value, (per share)				$ 0.0001
Fair value of founder shares	25,000	180,000					410,000
Founder shares fair value granted	$ 43,000	$ 414,000					$ 3,079,100
Share price	$ 1.72	$ 2.30					$ 7.51
Initial public offering
Summary of Significant Accounting Policies
Payments of stock issuance costs				$ 20,697,498
Class A common stock
Summary of Significant Accounting Policies
Common shares, par value, (per share)				$ 0.0001		$ 0.0001
Class A common stock | Initial public offering
Summary of Significant Accounting Policies
Number of shares in a unit			1
Class A common stock subject to possible redemption
Summary of Significant Accounting Policies
Common stock subject to possible redemption, outstanding (in shares)				28,750,000		28,750,000

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Class A common stock (Details) - Class A common stock subject to possible redemption - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Class A common stock reflected in the balance sheet
Gross proceeds		$ 287,500,000
Proceeds allocated to Public Warrants		(6,756,250)
Class A common stock issuance costs		(20,213,492)
Plus: Remeasurement of carrying value to redemption value	$ 5,910,917	32,719,742
Class A common stock subject to possible redemption value as of December 31, 2022	293,250,000
Class A common stock subject to possible redemption value as of March 31, 2023	$ 299,160,917	$ 293,250,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Reconciliation of Net Income (Loss) per Common Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class A common stock
Net Income per Common Stock
Allocation of net income, including accretion of temporary equity	$ 6,871,556	$ 32,287,367
Weighted average shares outstanding, basic	30,115,500	22,680,556
Weighted average shares outstanding, diluted	30,115,500	22,680,556
Basic net income per share	$ 0.23	$ 1.42
Diluted net income per share	$ 0.23	$ 1.42
Class B common stock
Net Income per Common Stock
Allocation of net income, including accretion of temporary equity	$ 240,160	$ (143,528)
Weighted average shares outstanding, basic	7,528,875	7,528,875
Weighted average shares outstanding, diluted	7,528,875	7,528,875
Basic net income per share	$ 0.03	$ (0.02)
Diluted net income per share	$ 0.03	$ (0.02)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares		3 Months Ended
	Jan. 19, 2022	Mar. 31, 2023
Initial Public Offering
Purchase price, per unit	$ 10.20	$ 10.20
Number of shares in a unit		2
Initial public offering
Initial Public Offering
Number of units sold	25,000,000
Purchase price, per unit	$ 10
Initial public offering | Class A common stock
Initial Public Offering
Number of units sold	28,750,000
Purchase price, per unit	$ 10
Number of shares in a unit	1
Number of warrants issued per unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50
Over-allotment option
Initial Public Offering
Number of units sold	3,750,000	3,750,000

Private Placement Warrants (Det

Private Placement Warrants (Details) - USD ($)		3 Months Ended
	Jan. 19, 2022	Mar. 31, 2023
Private Placement Warrants
Number of shares in a unit		2
Over-allotment option
Private Placement Warrants
Number of units sold	3,750,000	3,750,000
Number of warrants to purchase shares issued	75,000
Private placement
Private Placement Warrants
Number of warrants to purchase shares issued	1,290,500
Price of warrants	$ 10
Private placement | Private placement warrants
Private Placement Warrants
Number of units sold	1,365,500
Price of warrants	$ 10
Aggregate purchase price	$ 13,655,000
Number of warrants issued per unit	0.5
Private placement | Private placement warrants | Class A common stock
Private Placement Warrants
Number of shares in a unit	1
Number of shares per warrant	1
Exercise price of warrant	$ 11.50
Private placement | Sponsor
Private Placement Warrants
Aggregate purchase price	$ 12,905,000
Private placement | Sponsor | Private placement warrants
Private Placement Warrants
Number of units sold	1,115,500
Private placement | Cantor | Private placement warrants
Private Placement Warrants
Number of units sold	212,500
Private placement | CCM | Private placement warrants
Private Placement Warrants
Number of units sold	37,500

Related-Party Transactions - Fo

Related-Party Transactions - Founder Shares (Details)			3 Months Ended
	Nov. 19, 2021 shares	Oct. 19, 2021 USD ($) $ / shares shares	Mar. 31, 2023 D $ / shares	Dec. 31, 2022 $ / shares
Related-Party Transactions
Common stock split ratio	1.0102482
Class B common stock
Related-Party Transactions
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001	$ 0.0001
Founder Shares
Related-Party Transactions
Common stock, par value (in dollars per share) | $ / shares			$ 0.0001
Founder Shares | Sponsor | Class B common stock
Related-Party Transactions
Number of shares issued | shares		7,452,500
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001
Aggregate purchase price | $		$ 25,000
Aggregate number of shares owned | shares	7,528,875
Numbers of shares forfeit | shares	956,250
Shares subject to forfeiture | shares	956,250
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination			1 year
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) | $ / shares			$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D			30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences			150 days

Related-Party Transactions (Det

Related-Party Transactions (Details) - USD ($)			3 Months Ended	12 Months Ended
	Jan. 19, 2022	Oct. 19, 2021	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related-Party Transactions
Accounts payable and accrued expenses			$ 352,697	$ 223,640
Payment to affiliate			43,500	14,500
Kuleana Capital Management
Related-Party Transactions
Payment to affiliate			14,900
Related party received from services			160,425
Related-Party Loans
Related-Party Transactions
Loan from sponsor		$ 300,000
Outstanding loan	$ 145,000				$ 145,000
Loan conversion agreement warrant			$ 1,500,000
Price of warrants (in dollars per share)			$ 1
Working capital loan			$ 0	0
Support Services
Related-Party Transactions
Expenses incurred and paid			52,531	152,176
Consulting and professional services fee per month			15,000
Accounts payable and accrued expenses				15,000
Support Services | Sponsor
Related-Party Transactions
Expenses per month			33,333
Due to affiliate balance				14,500
Expenses incurred and paid			$ 43,500	$ 161,875

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		3 Months Ended
	Jan. 19, 2022	Mar. 31, 2023
Commitments and Contingencies
Share price		$ 9.20
Underwriting discount per unit		$ 0.50
Aggregate underwriter cash discount		$ 12,500,000
Deferred fee per unit		$ 0.70
Aggregate deferred underwriting fee payable	$ 15,125,000	$ 15,125,000
Over-allotment option
Commitments and Contingencies
Underwriters granted option		45 days
Number of units sold	3,750,000	3,750,000
Share price	$ 10
Underwriting discount per unit		$ 0.20
Aggregate underwriter cash discount		$ 5,000,000
Additional underwriters' exercise		750,000
Payment of deferred underwriting commissions		$ 2,625,000

Stockholders' Deficit - Common

Stockholders' Deficit - Common Stock (Details)	3 Months Ended
	Mar. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares
Class A common stock
Stockholders' Deficit
Common stock, shares authorized	110,000,000	110,000,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.0001	$ 0.0001
Shares conversion ratio in business combination	1
Class A common stock subject to possible redemption
Stockholders' Deficit
Common stock subject to possible redemption, outstanding (in shares)	28,750,000	28,750,000
Class A common stock not subject to possible redemption
Stockholders' Deficit
Common stock, shares outstanding	1,365,500	1,365,500
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, shares outstanding	7,528,875	7,528,875
Common stock, votes per share | Vote	1
Number of common stock issuable pursuant to Initial business combination, as a percent of outstanding shares	20

Stockholders' Deficit - Preferr

Stockholders' Deficit - Preferred Stock (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Deficit
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Stockholders' Deficit - Warrant

Stockholders' Deficit - Warrants (Details)	3 Months Ended
	Mar. 31, 2023 D $ / shares shares	Dec. 31, 2022 shares
Stockholders' Deficit
Threshold trading days for redemption of public warrants	20 days
Share price | $ / shares	$ 9.20
Percentage of gross proceeds on total equity proceeds	60%
Adjustment of exercise price of warrants based on market value (as a percent)	115%
Class A Common Stock Price Per Share Equals Or Exceeds18.00
Stockholders' Deficit
Redemption price per public warrant (in dollars per share) | $ / shares	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants | D	30
Public Warrants
Stockholders' Deficit
Warrants issued	14,375,000	14,375,000
Warrants outstanding	14,375,000	14,375,000
Warrants exercisable term from the completion of business combination	30 days
Warrants exercisable for cash	0
Public Warrants expiration term	5 years
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Private Warrants
Stockholders' Deficit
Warrants outstanding	682,750	682,750

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Assets:
Investments held in Trust Account	$ 299,160,917	$ 297,568,272
Level 1 | Recurring
Assets:
Investments held in Trust Account	299,160,917	297,568,272
Level 1 | U.S. Treasury Securities | Recurring
Assets:
Investments held in Trust Account	$ 299,160,917	$ 297,568,272

Subsequent Events (Details)

Subsequent Events (Details)	Apr. 17, 2023 USD ($) shares	Apr. 12, 2023 USD ($) item $ / shares shares	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Class A common stock subject to possible redemption
Subsequent Events
Redemption price per share | $ / shares			$ 10.20	$ 10.20
Shares outstanding | shares			28,750,000	28,750,000
Subsequent Events
Subsequent Events
Number of additional one month period extensions | item		6
Additional period of extension		1 month
Subsequent Events | Unsecure promissory note
Subsequent Events
Principal amount	$ 2,800,000
Proceeds from trust account	$ 0
Number of shares issued per each $10.00 loaned | shares	2
Price of loan considered to issue two shares	$ 10
Outstanding borrowings	$ 320,583
Subsequent Events | Class A common stock subject to possible redemption
Subsequent Events
Number of shares exercised to redeem | shares		18,885,901
Redemption price per share | $ / shares		$ 10.3988
Aggregate redemption amount		$ 196,390,058
Shares outstanding | shares		9,864,099